Common use of Transitional Actions by SELLER Clause in Contracts

Transitional Actions by SELLER. After the Closing, unless another time is otherwise indicated: (a) SELLER shall use its best efforts to cooperate with BUYER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. SELLER shall provide final statements as of the Closing Date, in conjunction with appropriate Deposit Liabilities, with interest and service charges pro-rated to the Closing Date. SELLER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities through the Closing Date. (b) SELLER's sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, if any, shall be as set forth in this Section 7.02(b). As soon as practicable following the date of this Agreement, SELLER shall provide BUYER with applicable product functions and specifications relating to the data processing support required for the Deposit Accounts, Office Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices (such Deposit Accounts, Office Loans and safe deposit business, if applicable, hereinafter called the "Accounts"). As soon as practicable following the date of this Agreement, SELLER shall provide to BUYER file formats relating to the Accounts and up to three (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCDIC formatted tape. By not later than 10:00 A.M. local time on the day immediately following the Closing Date, SELLER shall make the foregoing documents and materials available for pick-up by BUYER at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Operations Center"). BUYER shall review and analyze such materials including, but not limited to, the file formats and test tapes, and shall advise SELLER in writing of any defects or concerns relating thereto not later than 10 business days following receipt thereof. (c) Prior to the Closing Date, SELLER shall cooperate with BUYER, at BUYER's expense and at no expense to SELLER, in making Transferred Employees available at reasonable times for whatever program of training BUYER deems advisable; PROVIDED, HOWEVER, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Transferred Employees. BUYER shall make request of SELLER for training opportunities prior to the Closing Date, which request shall specify the time, duration and place of such training, and which must be approved by SELLER. (d) SELLER shall cooperate with BUYER, at no expense to SELLER, to make provision for the installation of teller and platform equipment in the Offices subject to approval by SELLER; PROVIDED, HOWEVER, that BUYER shall arrange for the installation and placement of such equipment at such times and in a manner that does not significantly interfere with the normal business activities and operation of SELLER or the Offices. (e) SELLER shall resign as custodian of each ▇▇▇ account maintained at the Offices and assign the custodianship of such accounts to BUYER upon Closing subject to receipt of applicable customer consents and other provisions of this Agreement including the provisions of section 8.10 hereof. (f) SELLER shall terminate its ATM/debit card service effective as of close of business on the business day preceding the Closing Date or such other date and time as SELLER and BUYER may agree. Such terminations will be preceded by the notice described in Section 7.01(b) herein. SELLER shall have no obligation with respect to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Accounts following the Closing and, further, BUYER shall assume all responsibility and liability with respect thereto following the Closing. For a period ending on the earlier of 90 days following the Closing Date or five days prior to the conversion of SELLER's systems to systems of BANC ONE CORPORATION or any of its affiliates ("the Conversion"), SELLER will receive incoming ACH items and forward them to Buyer by electronic file transmission and SELLER will intercept incoming wires and forward them to Buyer through the Federal Reserve wire system the same day received. To facilitate electronic file transmission, BUYER shall at no expense to SELLER obtain compatible software and networking capabilities with the Network Banker system. Fees payable to any third party, including the Federal Reserve System, shall be paid by Buyer. Deposits and Loan payments related to the accounts sold (i) received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the next day, and (ii) will not be accepted if attempted to be made in person. (g) As of the opening of business on the first business day after the Closing Date, SELLER and BUYER shall provide the appropriate Federal Reserve Bank (the "FRB") with all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments and other commercial paper relative to the Deposit Liabilities and/or the Office Loans (hereinafter collectively referred to as "Paper Items"). BUYER shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. If the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER with the result that such Paper Items are presented to SELLER, on each business day following the Closing and continuing until the earlier of ninety (90) days after the Closing or the Conversion, SELLER will make available to BUYER for pick up at the Operations Center at 12:00, noon on the next business day, all of the Paper Items which are received by SELLER from the FRB and/or any regional or local clearinghouse on the prior business day. SELLER shall also electronically transmit to BUYER by 5:00 a.m. each business day information relating to checks received by SELLER on the prior business day. At the same ▇▇▇▇ ▇▇▇▇▇▇ delivers physical custody of Paper Items to BUYER, SELLER shall also make available to BUYER information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER for each of the Deposit Accounts and/or the Office Loans. SELLER shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER until the earlier of 90 days following the Closing Date or the Conversion. Each business day SELLER will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER plus (b) all ACH items and ATM transactions captured by SELLER in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office Loans. Except as otherwise expressly noted, SELLER shall provide the foregoing at no charge to BUYER for a period not to exceed ten (10) days from the Closing Date except that BUYER shall pay any charges assessed to SELLER by the FRB, a national or local clearinghouse and/or SELLER's agent and/or processor to the extent such assessments relate to the Deposit Accounts. BUYER shall be responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent to the referenced ten (10) day period in the amount of $50.00 per day and $.25 per item. SELLER and BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.02(g) might be effected promptly. BUYER shall establish and maintain a settlement account with First National Bank of Commerce, or another affiliate of BANC ONE CORPORATION acceptable to SELLER, to facilitate the daily settlements. SELLER shall not be liable to BUYER for any failure to provide the data required by this Section 7.02(g) to the extent any such failure results from causes beyond SELLER's control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process in clearings from the FRB or such clearinghouse. (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than twenty days prior to the Closing Date (or such longer period as may be required by law), notify all depositors of the Offices and all borrowers of any Office Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER's pending assumption of the Deposit Liabilities and acquisition of the Office Loans 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, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall be borne by SELLER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER with respect to the provision of applicable notices, communications, and filings relating to changes in the terms of any Deposit Accounts or Office Loans as set forth in this Agreement. (i) For a period of sixty (60) days after the Closing Date, SELLER will forward to BUYER, within two (2) business days of receipt, loan payments received by SELLER with respect to the Office Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of the other when such customers present payments over the counter to the party not holding their respective loan. BUYER shall reimburse SELLER within 30 days of notice by SELLER to BUYER for any payments tendered by borrowers which were credited to the outstanding balance of any Office Loan prior to the Closing Date and which are subsequently returned or otherwise withdrawn for any reason and SELLER shall assign to BUYER any rights of SELLER to recovery of such payments as against the relevant borrower. (j) The duties and obligations of the parties in this section 7.02 shall survive the Closing; provided, however, that SELLER shall have no obligation to take any action or furnish any service for the benefit of, or in favor of, any third party, unless such third party is a permitted assignee of BUYER pursuant to Section 10.06 hereof.

Transitional Actions by SELLER. After a. Prior to the ClosingClosing Date, unless another time is otherwise indicated: (a) SELLER shall use its best reasonable efforts to cooperate with BUYER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilitiesDeposit Liabilities assumed by BUYER hereunder. b. Prior to the Closing Date, including the SELLER shall assist the BUYER in preparing the BUYER’s data processing system to receive the Deposit Liabilities, assumed by BUYER hereunder. SELLER which assistance shall provide final statements as of include, but shall not be limited to, the Closing Date, in conjunction with appropriate Deposit Liabilities, with interest and service charges pro-rated to the Closing Date. SELLER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities through the Closing Date.following: (bi) SELLER's sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, if any, shall be as set forth in this Section 7.02(b). As soon as practicable following the date of this AgreementAgreement and not later than June 30, 2008, the SELLER shall provide deliver to the BUYER data and descriptive information and such other reasonable and customary information (including ACH) with applicable product functions and specifications data conversion relating to the Deposit Accounts in a flat file text file data processing support required for file using an EBCDIC format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, the Deposit AccountsAccounts activated by, Office Loansaccessible to or related in any manner to customers of the Office; (ii) On or before June 30, and safe deposit business 2008, an updated Compatible Data File; (if such data processing support currently is provided with respect to such businessiii) maintained at the Offices (such Deposit Accounts, Office Loans and safe deposit business, if applicable, hereinafter called the "Accounts"). As soon as practicable following the date of this Agreement, SELLER shall provide to BUYER file formats relating to the Accounts and up to three (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCDIC formatted tape. By not later than 10:00 A.M. local time on the day immediately following On the Closing Date, SELLER shall make deliver to the foregoing documents BUYER a final Compatible Data File, which Compatible Data File shall constitute the SELLER’s Records maintained as of and materials available for pick-up by current through the effective time of the Closing with respect to the Deposit Accounts; and (iv) The SELLER shall deliver to the BUYER at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Operations Center"trial balance reports with each Compatible Data File delivered pursuant to this Section 7.02(b). BUYER shall review and analyze such materials including, but not limited to, the file formats and test tapes, and shall advise SELLER in writing of any defects or concerns relating thereto not later than 10 business days following receipt thereof. (c) c. Prior to the Closing Date, SELLER shall cooperate with BUYER, at BUYER's expense and at no expense to SELLER, BUYER in making Transferred Office Employees available at reasonable times not to exceed, in the aggregate, eight (8) hours for whatever program of training BUYER deems advisable; PROVIDEDprovided, HOWEVERhowever, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Transferred EmployeesOffice Employees or operation of the Office. SELLER shall also cooperate with BUYER and its agents to facilitate installation of teller and other operating equipment in the Office, provided that such installation shall be at BUYER’s sole cost and expense and shall be planned so as not to interfere significantly with SELLER’s normal business activities, and provided further, that if this Agreement is terminated, the removal of the equipment and the return of the Office to its previous condition shall be at the expense of the BUYER. d. On or before the Closing Date, SELLER shall (i) resign as of the close of business on the Closing Date as the trustee or custodian, as applicable, of each ▇▇▇ included in the Deposit Liabilities of which it is the trustee or custodian, (ii) to the extent permitted by the documentation governing each such ▇▇▇ and applicable law, appoint BUYER as successor trustee or custodian, as applicable, of each such ▇▇▇, and BUYER hereby accepts each such trusteeship or custodianship under the terms and conditions of BUYER’s plan documents for its ▇▇▇, and assumes all fiduciary and custodial obligations with respect thereto as of the close of business on the Closing Date, and (iii) deliver to the ▇▇▇ grantor of each such ▇▇▇ such notice of the foregoing as is required by the documentation governing each such ▇▇▇ or applicable law. BUYER shall make request be solely responsible for delivering its ▇▇▇ documents to the applicable ▇▇▇ grantor, including but not limited to a beneficiary designation form to be completed by the applicable ▇▇▇ grantor. If, pursuant to the terms of the documentation governing any such ▇▇▇ or applicable law, (X) SELLER is not permitted to appoint BUYER as successor trustee or custodian, or the ▇▇▇ grantor named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than BUYER, or (Y) such ▇▇▇ includes assets which are not Deposit Liabilities and are not being transferred to BUYER or the assumption of such deposits included in such ▇▇▇ would result in a loss of qualification of such ▇▇▇ under the Code or applicable IRS regulations, all deposits of SELLER held under such ▇▇▇ shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for training opportunities prior such ▇▇▇ Deposit Liabilities or as a successor trustee for such IRAs, BUYER shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable Federal and state laws and regulations. To the extent the Deposit Liabilities include certain IRAs that are required to make certain periodic distributions to the ▇▇▇ account owner (or beneficiary) either at the account owner’s or participant’s request or because the account owner or participant has attained age 701/2, effective as of the Transfer Date, BUYER agrees to continue to make such periodic distributions in accordance with the reasonable distribution instructions forwarded by SELLER to BUYER. BUYER hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Closing occurs and, in consideration thereof, SELLER agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities. Prior to the Closing Date, which request SELLER shall specify provide to BUYER copies of all plan documents and beneficiary designation forms in SELLER’s possession with respect to the time, duration and place of such training, and which must be approved by SELLERIRAs. (d) SELLER shall cooperate with BUYER, at no expense e. Prior to SELLER, to make provision for the installation of teller and platform equipment in the Offices subject to approval by SELLER; PROVIDED, HOWEVER, that BUYER shall arrange for the installation and placement of such equipment at such times and in a manner that does not significantly interfere with the normal business activities and operation of SELLER or the Offices. (e) SELLER shall resign as custodian of each ▇▇▇ account maintained at the Offices and assign the custodianship of such accounts to BUYER upon Closing subject to receipt of applicable customer consents and other provisions of this Agreement including the provisions of section 8.10 hereof. (f) SELLER shall terminate its ATM/debit card service effective as of close of business on the business day preceding the Closing Date or such other date and time as Date, SELLER and BUYER may agreewill develop appropriate procedures, and arrangements to provide for settlement by BUYER of checks, drafts, withdrawal orders, returns, and other items that are drawn on or chargeable against Deposit Accounts and ACH incoming items after the Closing Date. Such terminations If any depositor who has a Deposit Account draws checks, drafts, or negotiable orders of withdrawal against the Deposit Account, which are presented or delivered to SELLER not later than one hundred eighty (180) days after the Closing Date, SELLER shall use its commercially reasonable efforts to batch all such checks, drafts, negotiable orders of withdrawal, or other withdrawal order forms and to deliver the same to BUYER at BUYER’s sole expense. BUYER acknowledges that any delay, failure, or inability on its part to comply with the obligations imposed upon it as a depository institution under applicable federal or state law, with regard to such checks, drafts, negotiable orders of withdrawal or other withdrawal orders shall not result in any liability or obligation of SELLER and shall not affect any of the rights of SELLER under this Agreement. Prior to Closing, SELLER and BUYER will develop a methodology by which ACH items received by SELLER after Closing will be preceded by the notice described in Section 7.01(b) herein. SELLER shall have no obligation with respect electronically redirected to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Accounts following the Closing and, further, BUYER shall assume all responsibility and liability with respect thereto following the ClosingBUYER. For a period ending on the earlier of 90 ninety (90) days following the Closing Date or five days prior Date, SELLER agrees to continue to accept and immediately forward to BUYER all automated clearinghouse entries and corresponding funds. SELLER also agrees to include the originator identification number, and BUYER agrees to immediately notify and instruct the originator of the ACH to reroute the entries directly to BUYER. After the 90-day period, SELLER may discontinue accepting and forwarding ACH entries and return them to the conversion of SELLER's systems originators marked “Account Sold to systems of BANC ONE CORPORATION or any of its affiliates ("the Conversion"), SELLER will receive incoming ACH items and forward them to Buyer by electronic file transmission and SELLER will intercept incoming wires and forward them to Buyer through the Federal Reserve wire system the same day received. To facilitate electronic file transmission, Another DFI.” BUYER shall at no expense to indemnify SELLER obtain compatible software and networking capabilities with the Network Banker system. Fees payable against any losses arising out of or related to any third party, including the Federal Reserve System, shall account overdrafts that may thereby be paid by Buyer. Deposits and Loan payments related to the accounts sold (i) received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the next day, and (ii) will not be accepted if attempted to be made in personcreated. (g) f. As of the opening of business on the first business day after the Closing Date, SELLER and BUYER shall provide advise the appropriate Federal Reserve Bank (of Cleveland that the "FRB") account number ranges of the routing transit number associated with all the Office should be reassigned to BUYER and shall further provide the information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments instruments, and other commercial paper relative related to the Deposit Liabilities and/or Accounts. g. SELLER shall report from January 1, 2008, through the Office Loans (hereinafter collectively referred to as "Paper Items"). Closing Date, and BUYER shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. If the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER with the result that such Paper Items are presented to SELLER, on each business day following the Closing and continuing until the earlier of ninety (90) days after the Closing or the Conversion, SELLER will make available to BUYER for pick up at the Operations Center at 12:00, noon on the next business day, all of the Paper Items which are received by SELLER from the FRB and/or any regional or local clearinghouse on the prior business day. SELLER shall also electronically transmit to BUYER by 5:00 a.m. each business day information relating to checks received by SELLER on the prior business day. At the same ▇▇▇▇ ▇▇▇▇▇▇ delivers physical custody of Paper Items to BUYER, SELLER shall also make available to BUYER information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER for each of the Deposit Accounts and/or the Office Loans. SELLER shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER until the earlier of 90 days following the Closing Date or the Conversion. Each business day SELLER will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER plus (b) all ACH items and ATM transactions captured by SELLER in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office Loans. Except as otherwise expressly noted, SELLER shall provide the foregoing at no charge to BUYER for a period not to exceed ten (10) days report from the Closing Date except that BUYER shall pay any charges assessed to SELLER by the FRBthrough December 31, a national or local clearinghouse and/or SELLER's agent and/or processor to the extent such assessments relate 2008, all interest credited to, interest premiums paid on, interest withheld from and early withdrawal penalties charged to the Deposit Accounts. BUYER Such reports shall be responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent made to the referenced ten (10) day period in holders of Deposit Liabilities and to the amount of $50.00 per day applicable federal and $.25 per item. state regulatory agencies. h. On or before the Closing Date, SELLER and shall deliver to BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission a list of all monies associated with “B” notices (TINs do not match) and “C” notices (under reporting/IRS imposed withholding) issued by the matters set forth in this Section 7.02(gInternal Revenue Service (“IRS”) might be effected promptly. BUYER shall establish and maintain a settlement account with First National Bank of Commerce, or another affiliate of BANC ONE CORPORATION acceptable relating to SELLER, to facilitate the daily settlementssuch Deposit Accounts. SELLER shall not be liable immediately deliver to BUYER for (i) any failure to provide and all similar notices regarding such Deposit Accounts received from the data IRS, and (ii) all notices received from the IRS releasing withholding restrictions on such Deposit Accounts. Any amounts required by this Section 7.02(gany governmental agency to be withheld from any of such Deposit Accounts (the “Withholding Obligations”) or any penalties imposed by any governmental agency will be handled as follows: (i) Any Withholding Obligations required to be remitted to the extent any such failure results from causes beyond SELLER's control including war, strike appropriate governmental agency on or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process in clearings from the FRB or such clearinghouse. (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than twenty days prior to the Closing Date (or such longer period as may be required by law), notify all depositors of the Offices and all borrowers of any Office Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER's pending assumption of the Deposit Liabilities and acquisition of the Office Loans 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, will be terminated. The expenses of the printing, processing withheld and mailing of such letter notices shall be borne remitted by SELLER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption and any other sums withheld by SELLER of the duties and obligations of BUYER with respect pursuant to the provision of applicable notices, communications, and filings relating to changes in the terms of any Deposit Accounts or Office Loans as set forth in this Agreement. (i) For a period of sixty (60) days after the Closing Date, SELLER will forward to BUYER, within two (2) business days of receipt, loan payments received by SELLER with respect to the Office Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of the other when such customers present payments over the counter to the party not holding their respective loan. BUYER shall reimburse SELLER within 30 days of notice by SELLER to BUYER for any payments tendered by borrowers which were credited to the outstanding balance of any Office Loan Withholding Obligations prior to the Closing Date shall also be remitted by SELLER to the appropriate governmental agency on or prior to the time they are due; (ii) Any Withholding Obligations required to be remitted to the appropriate governmental agency after the Closing Date with respect to Withholding Obligations after the Closing Date shall be withheld and which are subsequently returned or otherwise withdrawn for remitted by BUYER. Within two (2) days of receipt of any reason and such notice by SELLER, SELLER shall assign to notify BUYER any rights of SELLER to recovery of such payments as against and BUYER shall comply with the relevant borrower.notification requirements; (jiii) The duties and obligations Any penalties described on “B” notices from the IRS or any similar penalties which relate to the Deposit Accounts will be paid by SELLER promptly upon receipt of the parties in this section 7.02 notice, providing such penalty assessment resulted from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall survive be the Closingresponsibility of SELLER; providedand (iv) Any penalties assessed due to information missing from information filings regarding the Deposit Accounts, howeverincluding, that without limitation, 1099 forms, shall be paid by SELLER promptly upon receipt of the notice providing such penalty assessment resulting from SELLER’s acts, policies or omissions, and any efforts to reduce such penalties shall have no obligation to take any action or furnish any service for be the benefit of, or in favor of, any third party, unless such third party is a permitted assignee responsibility of BUYER pursuant to Section 10.06 hereofSELLER.

Transitional Actions by SELLER. After the Closing, unless another time is otherwise indicated: (a) SELLER shall use its best efforts to cooperate with BUYER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. SELLER shall provide final statements as of the Closing Datea date and time mutually agreed upon by SELLER and BUYER, in conjunction with appropriate Deposit Liabilities, with interest and service charges pro-rated to close of business on the Closing Date. SELLER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued paid on Deposit Liabilities through the Closing Date. SELLER shall provide to BUYER information regarding interest collected on Purchased Loans during the calendar year in which the Closing Date occurs, up to and including the Closing Date. (b) SELLER's sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, if any, shall be as set forth in this Section 7.02(b7.2(b). As soon as practicable following the date of this AgreementPursuant to a schedule mutually agreed upon by SELLER and BUYER, SELLER shall provide BUYER with applicable product functions and specifications relating to the data processing support required for the Deposit Accounts, Office Purchased Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices by VISION (such Deposit Accounts, Office Purchased Loans and safe deposit business, if applicable, hereinafter called the "Accounts"). As soon as practicable following the date of this Agreement, SELLER shall also provide to BUYER or SELLER shall cause a third party to provide to BUYER file formats relating to the Accounts and up to three (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCDIC formatted tape. By not later than 10:00 A.M. local time on the day immediately following the Closing Date, SELLER shall make the foregoing documents and materials available for pick-up as mutually agreed by BUYER at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Operations Center")and SELLER. BUYER shall review and analyze such materials including, but not limited to, the file formats and test tapesformats, and shall advise SELLER in writing of any defects or concerns relating thereto not later than 10 business days within a reasonable time period following receipt thereof. (c) Prior to the Closing Date, SELLER shall cooperate with BUYER, at BUYER's expense and at no expense to SELLER, in making Transferred Employees available at reasonable times for whatever program of training BUYER deems advisable; PROVIDEDprovided, HOWEVERhowever, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Transferred Employees. BUYER shall make request of SELLER for training opportunities prior to the Closing Date, and shall reimburse SELLER at the Closing for any and all costs relating to such training including, but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by SELLER or such Transferred Employees in conjunction with the training. Such requests, which request shall specify the time, duration and place of such training, and which must be approved by SELLER. (d) SELLER shall cooperate with BUYER, at no expense to SELLER, to make provision for the installation of teller and platform equipment in the Offices subject to approval by SELLER, which shall not be unreasonably withheld; PROVIDEDprovided, HOWEVERhowever, that BUYER shall arrange for the installation and placement of such equipment at such times and in a manner that does not significantly interfere with the normal business activities and operation of SELLER or the Offices. (e) SELLER shall resign as custodian of each ▇▇▇ account maintained at the Offices and assign the custodianship of such accounts to BUYER upon Closing subject to receipt of applicable customer consents and other provisions of this Agreement including the provisions of section 8.10 hereof. (f) SELLER shall terminate its ATM/debit card service effective as of close of business on the business day preceding the Closing Date or such other a date and time as SELLER mutually agreed upon by BUYER and BUYER may agreeSELLER. Such terminations will be preceded by the notice described in Section 7.01(b7.1(b) herein. SELLER shall have no obligation with respect to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Accounts following the Closing andexcept that SELLER shall reasonably cooperate with BUYER to accomplish the same and to the extent that BUYER incurs any costs related to the same, further, BUYER shall reimburse SELLER for the reasonable costs incurred by SELLER in connection thereto and BUYER shall assume all responsibility and liability with respect thereto following the Closing. For SELLER will continue to redirect and/or pass through relevant ACH transactions on Deposit Accounts for a period ending on the earlier of 90 ninety (90) days following the Closing Date or five a date beyond ninety (90) days prior to the conversion of if mutually agreed by BUYER and SELLER's systems to systems of BANC ONE CORPORATION or any of its affiliates ("the Conversion"), SELLER will receive incoming ACH items and forward them to Buyer by electronic file transmission and SELLER will intercept incoming wires and forward them to Buyer through the Federal Reserve wire system the same day received. To facilitate electronic file transmission, BUYER shall at no expense to SELLER obtain compatible software and networking capabilities with the Network Banker system. Fees payable to any third party, including the Federal Reserve System, shall be paid by Buyer. Deposits and Loan payments related to the accounts sold (i) received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the next day, and (ii) will not be accepted if attempted to be made in person. (g) As of the opening of business on the first business day after the Closing DateOn a date mutually agreed upon by BUYER and SELLER, SELLER and BUYER shall provide the appropriate Federal Reserve Bank (the "FRB") with all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments and other commercial paper relative to the Deposit Liabilities and/or the Office Purchased Loans (hereinafter collectively referred to as "Paper Items"). BUYER shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. If In the event the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER with the result that such Paper Items are presented to SELLER, by not later than 3:00 p.m. local time on each business day following the Closing and continuing until the earlier of for ninety (90) days after the Closing or Closing, unless such time period is extended by the Conversionmutual agreement of BUYER and SELLER, SELLER will make available to BUYER for pick up at from SELLER's offices or the Operations Center at 12:00, noon on the next business dayoffices of SELLER's parent company, all of the Paper Items which are received by SELLER from the FRB and/or any regional or local clearinghouse on during the prior business day. SELLER shall also electronically transmit to BUYER by 5:00 a.m. morning of each such business day information relating to checks on an "as-received by SELLER on the prior business day. basis." At the same ▇▇▇▇ ▇▇▇▇▇▇ delivers physical custody of Paper Items to BUYER, SELLER shall also make available to BUYER information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER for each of the Deposit Accounts and/or the Office Purchased Loans. SELLER BUYER shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER until the earlier of 90 days following the Closing Date or the Conversionwithin a time period mutually agreed upon by BUYER and SELLER. Each business day SELLER will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER plus (b) all ACH items and ATM transactions captured by SELLER in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office Purchased Loans. Except as otherwise expressly notedprovided herein, SELLER shall provide the foregoing at no charge to BUYER for a period not to exceed ten thirty (1030) days from the Closing Date except that BUYER shall pay any charges assessed to SELLER by the FRB, a national or local clearinghouse and/or SELLER's agent and/or processor to the extent such assessments relate to the Deposit Accounts. BUYER shall be responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent to the referenced ten (10) 30 day period in the amount of as follows: $50.00 200.00 per day and $.25 1.00 per itemitem for days 31 through 60, and $300.00 per day and $1.50 per item for days 61 through 90. Any request for extension of the 90 day period shall be submitted in writing by BUYER to SELLER not later than 10 business days prior to the expiration of such 90 day period or any extensions thereof and shall be subject to approval by SELLER at its reasonable discretion. Fees for activity subsequent to the 90 day period shall be as determined by SELLER and BUYER. Fees for activity subsequent to the initial 30 day period shall be assessed on a daily basis and included in the daily cash settlement. Except as otherwise expressly provided herein, BUYER shall be responsible for processing any and all ACH returns, received subsequent to the Closing, directly through the appropriate Federal Reserve Bank. SELLER and BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.02(g7.2(g) might can be effected promptly. BUYER shall establish and maintain a settlement account with First National Bank of Commerce, or another affiliate of BANC ONE CORPORATION acceptable to SELLER, to facilitate the daily settlements. SELLER shall not be liable to BUYER for any failure to provide the data required by this Section 7.02(g7.2(g) to the extent any such failure results from causes beyond SELLER's control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process in clearings inclearings from the FRB or such clearinghouse. (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor and no later than twenty (20) days prior to the Closing Date (or such longer period as may be required by law)Date, notify all depositors of the Offices and all borrowers of any Office Purchased Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER's pending assumption of the Deposit Liabilities and acquisition of the Office Purchased Loans 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, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall be borne by SELLERBUYER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER with respect to the provision of applicable notices, communications, and filings relating to changes in the terms of any Deposit Accounts or Office Purchased Loans as set forth in this Agreement. (i) For a period of sixty (60) days after the Closing Date, SELLER will forward to BUYER, within two (2) business days of receipt, loan payments received by SELLER with respect to the Office Purchased Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of the other when such customers present payments over the counter to the party not holding their respective loan. BUYER shall reimburse SELLER within 30 days of notice In addition, in the event that a particular guarantor or borrower is associated with a loan retained by SELLER to and a Purchased Loan, BUYER for any payments tendered by borrowers which were credited to the outstanding balance of any Office Loan prior to the Closing Date and which are subsequently returned or otherwise withdrawn for any reason and SELLER shall assign will work together to BUYER any rights of SELLER ensure loan payments received are applied appropriately to recovery of such payments as against the relevant borrowerloans, whether Purchased Loans or loans retained by SELLER. (j) The duties and obligations of the parties in this section 7.02 7.2 shall survive the Closing; provided, however, that SELLER shall have no obligation to take any action or furnish any service for the benefit of, or in favor of, any third party, unless such third party is a permitted assignee of BUYER pursuant to Section 10.06 hereof.

Transitional Actions by SELLER. After the Closing, unless another time is otherwise indicated: (a) SELLER Seller shall use its best efforts to cooperate with BUYER Purchaser in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit LiabilitiesTransferred Accounts, assumed by BUYER Purchaser hereunder. SELLER Seller shall provide final statements as of the Closing Date, in conjunction with appropriate Deposit LiabilitiesTransferred Accounts, with interest and service charges pro-rated to close of business on the Closing Date. SELLER Seller shall submit and file any required reports on IRS Form 1099 with respect to interest accrued paid on Deposit Liabilities Transferred Accounts through the Closing Date. Notwithstanding the limitations contained in 9.1(b), Seller shall, prior to issuing any notices to its customers or the general public regarding the transaction contemplated by this Agreement, obtain the prior written consent of Purchaser with respect to the content of such notices. Purchaser shall not contact Seller's customers until the earlier of (i) Seller's written consent, or (ii) receipt of all regulatory approvals and the passage of any waiting periods, and all conditions precedent to Purchaser's obligations hereunder have either been satisfied or waived in writing by Purchaser. (b) SELLER's sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, if any, shall be as set forth in this Section 7.02(b). As soon as practicable following the date of this Agreement, SELLER shall provide BUYER with applicable product functions and specifications relating to the data processing support required for the Deposit Accounts, Office Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices (such Deposit Accounts, Office Loans and safe deposit business, if applicable, hereinafter called the "Accounts"). As soon as practicable following the date of this Agreement, SELLER shall provide to BUYER file formats relating to the Accounts and up to three (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCDIC formatted tape. By not later than 10:00 A.M. local time on the day immediately following the Closing Date, SELLER shall make the foregoing documents and materials available for pick-up by BUYER at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Operations Center"). BUYER shall review and analyze such materials including, but not limited to, the file formats and test tapes, and shall advise SELLER in writing of any defects or concerns relating thereto not later than 10 business days following receipt thereof. (c) Prior to the Closing Date, SELLER Seller shall cooperate with BUYERPurchaser, at BUYERPurchaser's expense and at no expense to SELLERSeller, in making Transferred Employees available at reasonable times for whatever program of training BUYER Purchaser deems advisable; PROVIDEDprovided, HOWEVERhowever, that BUYER Purchaser shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Transferred Employees. BUYER Purchaser shall make request of SELLER Seller for training opportunities prior to the Closing Date, and shall reimburse Seller at the Closing for any and all costs relating to such training including, but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by Seller or such Transferred Employees in conjunction with the training. Such requests, which request shall specify the time, duration and place of such training, and which must be approved by SELLER. (d) SELLER shall cooperate with BUYER, at no expense to SELLER, to make provision for the installation of teller and platform equipment in the Offices subject to approval by SELLER; PROVIDED, HOWEVER, that BUYER shall arrange for the installation and placement of such equipment at such times and in a manner that does not significantly interfere with the normal business activities and operation of SELLER or the Offices. (e) SELLER shall resign as custodian of each ▇▇▇ account maintained at the Offices and assign the custodianship of such accounts to BUYER upon Closing subject to receipt of applicable customer consents and other provisions of this Agreement including the provisions of section 8.10 hereof. (f) SELLER shall terminate its ATM/debit card service effective as of close of business on the business day preceding the Closing Date or such other date and time as SELLER and BUYER may agree. Such terminations will be preceded by the notice described in Section 7.01(b) herein. SELLER shall have no obligation with respect to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Accounts following the Closing and, further, BUYER shall assume all responsibility and liability with respect thereto following the Closing. For a period ending on the earlier of 90 days following the Closing Date or five days prior to the conversion of SELLER's systems to systems of BANC ONE CORPORATION or any of its affiliates ("the Conversion"), SELLER will receive incoming ACH items and forward them to Buyer by electronic file transmission and SELLER will intercept incoming wires and forward them to Buyer through the Federal Reserve wire system the same day received. To facilitate electronic file transmission, BUYER shall at no expense to SELLER obtain compatible software and networking capabilities with the Network Banker system. Fees payable to any third party, including the Federal Reserve System, shall be paid by Buyer. Deposits and Loan payments related to the accounts sold (i) received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the next day, and (ii) will not be accepted if attempted to be made in person. (g) As of the opening of business on the first business day after the Closing Date, SELLER and BUYER shall provide the appropriate Federal Reserve Bank (the "FRB") with all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments and other commercial paper relative to the Deposit Liabilities and/or the Office Loans (hereinafter collectively referred to as "Paper Items"). BUYER shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. If the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER with the result that such Paper Items are presented to SELLER, on each business day following the Closing and continuing until the earlier of ninety (90) days after the Closing or the Conversion, SELLER will make available to BUYER for pick up at the Operations Center at 12:00, noon on the next business day, all of the Paper Items which are received by SELLER from the FRB and/or any regional or local clearinghouse on the prior business day. SELLER shall also electronically transmit to BUYER by 5:00 a.m. each business day information relating to checks received by SELLER on the prior business day. At the same ▇▇▇▇ ▇▇▇▇▇▇ delivers physical custody of Paper Items to BUYER, SELLER shall also make available to BUYER information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER for each of the Deposit Accounts and/or the Office Loans. SELLER shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER until the earlier of 90 days following the Closing Date or the Conversion. Each business day SELLER will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER plus (b) all ACH items and ATM transactions captured by SELLER in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office Loans. Except as otherwise expressly noted, SELLER shall provide the foregoing at no charge to BUYER for a period not to exceed ten (10) days from the Closing Date except that BUYER shall pay any charges assessed to SELLER by the FRB, a national or local clearinghouse and/or SELLER's agent and/or processor to the extent such assessments relate to the Deposit Accounts. BUYER shall be responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent to the referenced ten (10) day period in the amount of $50.00 per day and $.25 per item. SELLER and BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.02(g) might be effected promptly. BUYER shall establish and maintain a settlement account with First National Bank of Commerce, or another affiliate of BANC ONE CORPORATION acceptable to SELLER, to facilitate the daily settlements. SELLER shall not be liable to BUYER for any failure to provide the data required by this Section 7.02(g) to the extent any such failure results from causes beyond SELLER's control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process in clearings from the FRB or such clearinghouse. (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than twenty days prior to the Closing Date (or such longer period as may be required by law), notify all depositors of the Offices and all borrowers of any Office Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER's pending assumption of the Deposit Liabilities and acquisition of the Office Loans 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, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall be borne by SELLER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER with respect to the provision of applicable notices, communications, and filings relating to changes in the terms of any Deposit Accounts or Office Loans as set forth in this Agreement. (i) For a period of sixty (60) days after the Closing Date, SELLER will forward to BUYER, within two (2) business days of receipt, loan payments received by SELLER with respect to the Office Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of the other when such customers present payments over the counter to the party not holding their respective loan. BUYER shall reimburse SELLER within 30 days of notice by SELLER to BUYER for any payments tendered by borrowers which were credited to the outstanding balance of any Office Loan prior to the Closing Date and which are subsequently returned or otherwise withdrawn for any reason and SELLER shall assign to BUYER any rights of SELLER to recovery of such payments as against the relevant borrower. (j) The duties and obligations of the parties in this section 7.02 shall survive the Closing; provided, however, that SELLER shall have no obligation to take any action or furnish any service for the benefit of, or in favor of, any third party, unless such third party is a permitted assignee of BUYER pursuant to Section 10.06 hereof.be

Transitional Actions by SELLER. After the Closing, unless another time is otherwise indicated: (a) SELLER shall use its best efforts to cooperate with BUYER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. SELLER shall provide final statements as of the Closing Datea date and time mutually agreed upon by SELLER and BUYER, in conjunction with appropriate Deposit Liabilities, with interest and service charges pro-rated to close of business on the Closing Date. SELLER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued paid on Deposit Liabilities through the Closing Date. SELLER shall provide to BUYER information regarding interest collected on Purchased Loans during the calendar year in which the Closing Date occurs, up to and including the Closing Date. (b) SELLER's ’s sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, if any, shall be as set forth in this Section 7.02(b7.2(b). As soon as practicable following the date of this AgreementPursuant to a schedule mutually agreed upon by SELLER and BUYER, SELLER shall provide BUYER with applicable product functions and specifications relating to the data processing support required for the Deposit Accounts, Office Purchased Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices by VISION (such Deposit Accounts, Office Purchased Loans and safe deposit business, if applicable, hereinafter called the "“Accounts"”). As soon as practicable following the date of this Agreement, SELLER shall also provide to BUYER or SELLER shall cause a third party to provide to BUYER file formats relating to the Accounts and up to three (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCDIC formatted tape. By not later than 10:00 A.M. local time on the day immediately following the Closing Date, SELLER shall make the foregoing documents and materials available for pick-up as mutually agreed by BUYER at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Operations Center")and SELLER. BUYER shall review and analyze such materials including, but not limited to, the file formats and test tapesformats, and shall advise SELLER in writing of any defects or concerns relating thereto not later than 10 business days within a reasonable time period following receipt thereof. (c) Prior to the Closing Date, SELLER shall cooperate with BUYER, at BUYER's ’s expense and at no expense to SELLER, in making Transferred Employees available at reasonable times for whatever program of training BUYER deems advisable; PROVIDEDprovided, HOWEVERhowever, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Transferred Employees. BUYER shall make request of SELLER for training opportunities prior to the Closing Date, and shall reimburse SELLER at the Closing for any and all costs relating to such training including, but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by SELLER or such Transferred Employees in conjunction with the training. Such requests, which request shall specify the time, duration and place of such training, and which must be approved by SELLER. (d) SELLER shall cooperate with BUYER, at no expense to SELLER, to make provision for the installation of teller and platform equipment in the Offices subject to approval by SELLER, which shall not be unreasonably withheld; PROVIDEDprovided, HOWEVERhowever, that BUYER shall arrange for the installation and placement of such equipment at such times and in a manner that does not significantly interfere with the normal business activities and operation of SELLER or the Offices. (e) SELLER shall resign as custodian of each ▇▇▇ account maintained at the Offices and assign the custodianship of such accounts to BUYER upon Closing subject to receipt of applicable customer consents and other provisions of this Agreement including the provisions of section 8.10 hereof. (f) SELLER shall terminate its ATM/debit card service effective as of close of business on the business day preceding the Closing Date or such other a date and time as SELLER mutually agreed upon by BUYER and BUYER may agreeSELLER. Such terminations will be preceded by the notice described in Section 7.01(b7.1(b) herein. SELLER shall have no obligation with respect to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Accounts following the Closing andexcept that SELLER shall reasonably cooperate with BUYER to accomplish the same and to extent that BUYER incurs any costs relating to the same, further, BUYER shall reimburse SELLER for the reasonable costs incurred by SELLER in connection thereto and BUYER shall assume all responsibility and liability with respect thereto following the Closing. For SELLER will continue to redirect and/or pass through relevant ACH transactions on Deposit Accounts for a period ending on the earlier of 90 ninety (90) days following the Closing Date or five a date beyond ninety (90) days prior to the conversion of if mutually agreed by BUYER and SELLER's systems to systems of BANC ONE CORPORATION or any of its affiliates ("the Conversion"), SELLER will receive incoming ACH items and forward them to Buyer by electronic file transmission and SELLER will intercept incoming wires and forward them to Buyer through the Federal Reserve wire system the same day received. To facilitate electronic file transmission, BUYER shall at no expense to SELLER obtain compatible software and networking capabilities with the Network Banker system. Fees payable to any third party, including the Federal Reserve System, shall be paid by Buyer. Deposits and Loan payments related to the accounts sold (i) received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the next day, and (ii) will not be accepted if attempted to be made in person. (g) As of the opening of business on the first business day after the Closing DateOn a date mutually agreed upon by BUYER and SELLER, SELLER and BUYER shall provide the appropriate Federal Reserve Bank (the "“FRB"”) with all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments and other commercial paper relative to the Deposit Liabilities and/or the Office Purchased Loans (hereinafter collectively referred to as "“Paper Items"”). BUYER shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. If In the event the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER with the result that such Paper Items are presented to SELLER, by not later than 3:00 p.m. local time on each business day following the Closing and continuing until the earlier of for ninety (90) days after the Closing or unless such time period is extended by the Conversionmutual agreement of BUYER and SELLER, SELLER will make available to BUYER for pick up at from SELLER’s offices or the Operations Center at 12:00, noon on the next business dayoffices of SELLER’s parent company, all of the Paper Items which are received by SELLER from the FRB and/or any regional or local clearinghouse on during the prior business day. SELLER shall also electronically transmit to BUYER by 5:00 a.m. morning of each such business day information relating to checks on an “as-received by SELLER on the prior business day. basis.” At the same ▇▇▇▇ ▇▇▇▇▇▇ delivers physical custody of Paper Items to BUYER, SELLER shall also make available to BUYER information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("“ACH items"”) as well as outstanding Automatic Teller Machine ("“ATM"”) transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER for each of the Deposit Accounts and/or the Office Purchased Loans. SELLER BUYER shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER until the earlier of 90 days following the Closing Date or the Conversionwithin a time period mutually agreed upon by BUYER and SELLER. Each business day SELLER will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER plus (b) all ACH items and ATM transactions captured by SELLER in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office Purchased Loans. Except as otherwise expressly notedprovided herein, SELLER shall provide the foregoing at no charge to BUYER for a period not to exceed ten thirty (1030) days from the Closing Date except that BUYER shall pay any charges assessed to SELLER by the FRB, a national or local clearinghouse and/or SELLER's ’s agent and/or processor to the extent such assessments relate to the Deposit Accounts. BUYER shall be responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent to the referenced ten (10) 30 day period in the amount of as follows: $50.00 200.00 per day and $.25 1.00 per itemitem for days 31 through 60, and $300.00 per day and $1.50 per item for days 61 through 90. Any request for extension of the 90 day period shall be submitted in writing by BUYER to SELLER not later than 10 business days prior to the expiration of such 90 day period or any extensions thereof and shall be subject to approval by SELLER at its reasonable discretion. Fees for activity subsequent to the 90 day period shall be as determined by SELLER and BUYER. Fees for activity subsequent to the initial 30 day period shall be assessed on a daily basis and included in the daily cash settlement. Except as otherwise expressly provided herein, BUYER shall be responsible for processing any and all ACH returns, received subsequent to the Closing, directly through the appropriate Federal Reserve Bank. SELLER and BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.02(g7.2(g) might can be effected promptly. BUYER shall establish and maintain a settlement account with First National Bank of Commerce, or another affiliate of BANC ONE CORPORATION acceptable to SELLER, to facilitate the daily settlements. SELLER shall not be liable to BUYER for any failure to provide the data required by this Section 7.02(g7.2(g) to the extent any such failure results from causes beyond SELLER's ’s control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process in clearings inclearings from the FRB or such clearinghouse. (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor and no later than twenty (20) days prior to the Closing Date (or such longer period as may be required by law)Date, notify all depositors of the Offices and all borrowers of any Office Purchased Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER's ’s pending assumption of the Deposit Liabilities and acquisition of the Office Purchased Loans 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, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall be borne by SELLERBUYER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER with respect to the provision of applicable notices, communications, and filings relating to changes in the terms of any Deposit Accounts or Office Purchased Loans as set forth in this Agreement. (i) For a period of sixty (60) days after the Closing Date, SELLER will forward to BUYER, within two (2) business days of receipt, loan payments received by SELLER with respect to the Office Purchased Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of the other when such customers present payments over the counter to the party not holding their respective loan. BUYER shall reimburse SELLER within 30 days of notice In addition, in the event that a particular guarantor or borrower is associated with a loan retained by SELLER to and a Purchased Loan, BUYER for any payments tendered by borrowers which were credited to the outstanding balance of any Office Loan prior to the Closing Date and which are subsequently returned or otherwise withdrawn for any reason and SELLER shall assign will work together to BUYER any rights of SELLER ensure loan payments received are applied appropriately to recovery of such payments as against the relevant borrowerloans, whether Purchased Loans or loans retained by SELLER. (j) The duties and obligations of the parties in this section 7.02 7.2 shall survive the Closing; provided, however, that SELLER shall have no obligation to take any action or furnish any service for the benefit of, or in favor of, any third party, unless such third party is a permitted assignee of BUYER pursuant to Section 10.06 hereof.

Transitional Actions by SELLER. After the Closing, unless another time is otherwise indicated: (a) SELLER Seller shall use its best efforts to cooperate with BUYER Buyer 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. SELLER Seller shall provide final statements as of the Closing Date, in conjunction with appropriate Deposit Liabilities, with interest and service charges pro-rated to the Closing Date. SELLER Seller shall submit and file any required reports on IRS Form 1099 reporting with respect to interest accrued on Deposit Liabilities and Branch Loans through the Closing Date. (b) SELLER's sole and exclusive responsibilities concerning Upon the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, if any, shall be as set forth in this Section 7.02(b). As soon as practicable following the date execution of this Agreement, SELLER Seller shall provide BUYER Buyer with applicable product functions and specifications in a mutually agreed upon format relating to the data processing support required for the Deposit Accounts, Office Branch Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices Branches (such Deposit Accounts, Office Loans Branch Loans, and safe deposit business, if applicable, hereinafter called the "Accounts"). As soon as practicable following Upon the date execution of this Agreement, SELLER Seller shall provide to BUYER Buyer file formats relating to the Accounts in electronic media in a mutually agreed upon format and up to three delivered via a secure Virtual Private Network (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCDIC formatted tapeVPN). By not later than 10:00 3:00 A.M. local time Central Daylight Standard Time on the day immediately following the Closing Date, SELLER Seller shall make provide the foregoing documents and materials available for pick-up by BUYER at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Operations Center"). BUYER shall review and analyze such materials including, but not limited toBuyer, the file formats and test tapes, and shall advise SELLER in writing previously agreed upon electronic media to support the conversion requirements of any defects or concerns relating thereto not later than 10 business days following receipt thereofthe Buyer to transfer the Accounts to the Buyer's data processing systems. The electronic media is to be delivered via a secure Virtual Private Network (VPN) connection. (c) Prior to Upon the Closing Dateexecution of this Agreement, SELLER Seller shall cooperate with BUYER, at BUYER's expense and at no expense to SELLER, in making Transferred Employees available at reasonable times for whatever program of training BUYER deems advisable; PROVIDED, HOWEVER, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Transferred Employees. BUYER shall make request of SELLER for training opportunities prior to the Closing Date, which request shall specify the time, duration and place of such training, and which must be approved by SELLER. (d) SELLER shall cooperate with BUYERBuyer, at no expense to SELLERSeller, to make provision for the installation of teller and platform equipment in the Offices Branches subject to approval by SELLERSeller; PROVIDEDprovided, HOWEVERhowever, that BUYER Buyer shall arrange for the installation and placement of such equipment at such times and in a manner that does not significantly interfere with the normal business activities and operation of SELLER Seller or the OfficesBranches. (ed) SELLER Seller shall resign as custodian of each ▇▇▇ IRA account maintained at the Offices Branches and assign the custodianship custod▇▇▇ship of such accounts to BUYER Buyer upon Closing subject to receipt of applicable customer consents and other provisions of this Agreement including the provisions of section 8.10 hereofClosing. (fe) SELLER Seller shall terminate its ATM/debit card service effective as of close of business on related to the business day preceding the Closing Date or Branches at such other date and time as SELLER Seller and BUYER Buyer may agree. Such terminations will be preceded by the notice described in Section 7.01(b) herein. SELLER shall have no obligation with respect to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Accounts following the Closing and, further, BUYER shall assume all responsibility and liability with respect thereto following the Closing. For a period ending on the earlier of 90 days following the Closing Date or five days prior to the conversion of SELLER's systems to systems of BANC ONE CORPORATION or any of its affiliates . ("the Conversion"), SELLER will receive incoming ACH items and forward them to Buyer by electronic file transmission and SELLER will intercept incoming wires and forward them to Buyer through the Federal Reserve wire system the same day received. To facilitate electronic file transmission, BUYER shall at no expense to SELLER obtain compatible software and networking capabilities with the Network Banker system. Fees payable to any third party, including the Federal Reserve System, shall be paid by Buyer. f) Deposits and Loan loan payments related to the accounts Accounts sold (i) received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the next day, and (ii) will not be accepted if attempted to be made in person. (g) As of the opening of business on the first business day after the Closing Date, SELLER Seller and BUYER Buyer shall provide the appropriate Federal Reserve Bank (the "FRB") with all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments and other commercial paper relative to the Deposit Liabilities and/or the Office Branch Loans (hereinafter collectively referred to as "Paper Items"). BUYER Buyer shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. If the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER with the result that such Paper Items are presented to SELLER, on each business day following the Closing and continuing until the earlier of ninety (90) days after the Closing or the Conversion, SELLER will make available to BUYER for pick up at the Operations Center at 12:00, noon on the next business day, all of the Paper Items which are received by SELLER from the FRB and/or any regional or local clearinghouse on the prior business day. SELLER shall also electronically transmit to BUYER by 5:00 a.m. each business day information relating to checks received by SELLER on the prior business day. At the same ▇▇▇▇ ▇▇▇▇▇▇ delivers physical custody of Paper Items to BUYER, SELLER shall also make available to BUYER information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER for each of the Deposit Accounts and/or the Office Loans. SELLER shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER until the earlier of 90 days following the Closing Date or the Conversion. Each business day SELLER will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER plus (b) all ACH items and ATM transactions captured by SELLER in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office Loans. Except as otherwise expressly noted, SELLER shall provide the foregoing at no charge to BUYER for a period not to exceed ten (10) days from the Closing Date except that BUYER shall pay any charges assessed to SELLER by the FRB, a national or local clearinghouse and/or SELLER's agent and/or processor to the extent such assessments relate to the Deposit Accounts. BUYER shall be responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent to the referenced ten (10) day period in the amount of $50.00 per day and $.25 per item. SELLER and BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.02(g) might be effected promptly. BUYER shall establish and maintain a settlement account with First National Bank of Commerce, or another affiliate of BANC ONE CORPORATION acceptable to SELLER, to facilitate the daily settlements. SELLER shall not be liable to BUYER for any failure to provide the data required by this Section 7.02(g) to the extent any such failure results from causes beyond SELLER's control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process in clearings from the FRB or such clearinghouse. (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than twenty days prior to the Closing Date (or such longer period as may be required by law), notify all depositors of the Offices and all borrowers of any Office Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER's pending assumption of the Deposit Liabilities and acquisition of the Office Loans 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, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall be borne by SELLER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER with respect to the provision of applicable notices, communications, and filings relating to changes in the terms of any Deposit Accounts or Office Loans as set forth in this Agreement. (i) For a period of sixty (60) days after the Closing Date, SELLER will forward to BUYER, within two (2) business days of receipt, loan payments received by SELLER with respect to the Office Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of the other when such customers present payments over the counter to the party not holding their respective loan. BUYER shall reimburse SELLER within 30 days of notice by SELLER to BUYER for any payments tendered by borrowers which were credited to the outstanding balance of any Office Loan prior to the Closing Date and which are subsequently returned or otherwise withdrawn for any reason and SELLER shall assign to BUYER any rights of SELLER to recovery of such payments as against the relevant borrower. (j) The duties and obligations of the parties in this section 7.02 shall survive the Closing; provided, however, that SELLER shall have no obligation to take any action or furnish any service for the benefit of, or in favor of, any third party, unless such third party is a permitted assignee of BUYER pursuant to Section 10.06 hereof.

Transitional Actions by SELLER. After the Closing, unless ------------------------------- another time is otherwise indicated: (a) SELLER shall use its best efforts to cooperate with BUYER in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by BUYER hereunder. SELLER shall provide final statements as of the Closing Date, in conjunction with appropriate Deposit Liabilities, with interest and service charges pro-rated prorated to the close of business on the Closing Date, including the information required to produce the IRS reports pursuant to SECTION 7.1(A). SELLER shall submit and file any required reports on IRS Form 1099 with respect to interest accrued on Deposit Liabilities through the Closing Date.-------------- (b) SELLER's sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, if any, shall be as set forth in this Section 7.02(bSECTION 7.2(B). As soon as practicable following the date of this Agreement, -------------- SELLER shall provide BUYER with applicable product functions and specifications relating to the data processing support required for the Deposit Accounts, Office Loans, Accounts and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices (such Deposit Accounts, Office Loans Accounts and safe deposit business, if applicable, hereinafter called collectively, the "AccountsACCOUNTS"). As soon as practicable following the date of this Agreement, SELLER shall provide to BUYER file formats relating to the Accounts and up to three (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 3390 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCDIC formatted tape. By not later than 10:00 A.M. local time on the day immediately following the Closing Date, SELLER shall make the foregoing documents and materials available for pick-up by BUYER at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Operations Center"). BUYER shall review and analyze such materials materials, including, but not limited to, the file formats and test tapes, and shall advise SELLER in writing of any defects or concerns relating thereto not later than 10 ten (10) business days following receipt thereof. (c) Prior to the Closing Date, SELLER shall cooperate with BUYER, at BUYER's expense and at no expense to SELLER, in making Transferred Employees available at reasonable times for whatever program of training BUYER deems advisable; PROVIDEDprovided, HOWEVERhowever, that BUYER shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Transferred Employees. BUYER shall make request of SELLER for training opportunities prior to the Closing Date, and shall reimburse SELLER at the Closing for any and all costs relating to such training including, but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by SELLER or such Transferred Employees in conjunction with the training. Such requests, which request shall specify the time, duration and place of such training, and which must be approved by SELLER. (d) SELLER shall cooperate with BUYER, at no expense to SELLER, to make provision for the installation of teller and platform equipment in the Offices subject to approval by SELLER; PROVIDEDprovided, HOWEVERhowever, that BUYER shall arrange for the installation and placement of such equipment at such times and in a manner that does not significantly interfere with the normal business activities and operation of SELLER or the Offices. (e) SELLER shall resign as custodian of each ▇I▇▇ account maintained at the Offices and assign the custodianship of such accounts to BUYER upon Closing subject to receipt of applicable customer consents and other provisions of this Agreement including the provisions of section 8.10 SECTION 8.11 hereof.. ------------ (f) SELLER shall terminate its ATM/debit card service effective as of the close of business on the business day preceding the Closing Date or such other date and time as SELLER and BUYER may agree. Such terminations will be preceded by the notice described in Section 7.01(bSECTION 7.1(B) herein. SELLER shall have -------------- no obligation with respect to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Accounts following the Closing andClosing, further, and BUYER shall assume all responsibility and liability with respect thereto following the Closing. For SELLER will continue to redirect and/or pass through relevant ACH transactions on Deposit Accounts for a period ending on the earlier of 90 ninety (90) days following the Closing Date or five days prior to the conversion of SELLER's systems to systems of BANC ONE CORPORATION or any of its affiliates ("the Conversion"), SELLER will receive incoming ACH items and forward them to Buyer by electronic file transmission and SELLER will intercept incoming wires and forward them to Buyer through the Federal Reserve wire system the same day received. To facilitate electronic file transmission, BUYER shall at no expense to SELLER obtain compatible software and networking capabilities with the Network Banker system. Fees payable to any third party, including the Federal Reserve System, shall be paid by Buyer. Deposits and Loan payments related to the accounts sold (i) received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the next day, and (ii) will not be accepted if attempted to be made in personDate. (g) As of the opening of business on the first business day after the Closing Date, SELLER and BUYER shall provide the appropriate Federal Reserve Bank (the "FRB") with all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments and other commercial paper relative to the Deposit Liabilities and/or (collectively, the Office Loans (hereinafter collectively referred "PAPER ITEMS"). In the event the FRB is unable to as "forward such Paper Items"), the Paper Items received by SELLER from the FRB shall be made available for pickup by BUYER the next business day after such Paper Items are received. SELLER will continue to make the Paper Items available for pickup by BUYER for a period of one hundred eighty (180) days following the Closing Date. BUYER shall bear all charges and costs imposed by the Federal Reserve FRB in connection with the reassignment of account number ranges for sorting the Paper Items. If the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER with the result that such Paper Items are presented to SELLER, on each business day following the Closing and continuing until the earlier of ninety (90) days after the Closing or the Conversion, SELLER will make available to BUYER for pick up at the Operations Center at 12:00, noon on the next business day, all of the Paper Items which are received by SELLER from the FRB and/or any regional or local clearinghouse on the prior business day. SELLER shall also electronically transmit to BUYER by 5:00 a.m. each business day information relating to checks received by SELLER on the prior business day. At the same ▇▇▇▇ ▇▇▇▇▇▇ delivers physical custody of Paper Items to BUYER, SELLER shall also make available to BUYER information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER for each of the Deposit Accounts and/or the Office Loans. SELLER shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER until the earlier of 90 days following the Closing Date or the Conversion. Each business day SELLER will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER plus (b) all ACH items and ATM transactions captured by SELLER in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office Loans. Except as otherwise expressly noted, SELLER shall provide the foregoing at no charge to BUYER for a period not to exceed ten (10) days from the Closing Date except that BUYER shall pay any charges assessed to SELLER by the FRB, a national or local clearinghouse and/or SELLER's agent and/or processor to the extent such assessments relate to the Deposit Accounts. BUYER shall be responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent to the referenced ten (10) day period in the amount of $50.00 per day and $.25 per item. SELLER and BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.02(gSECTION 7.2(G) and all other transitional matters -------------- might be effected promptly. BUYER shall establish and maintain a settlement account with First National Bank of Commerce, or another affiliate of BANC ONE CORPORATION acceptable to SELLER, to facilitate the daily settlements. SELLER shall not be liable to BUYER for any failure to provide the data required by this Section 7.02(gSECTION 7.2(G) to the extent any such failure results -------------- from causes beyond SELLER's control including control, including, but not limited to, war, strike or other labor disputes, acts of God, errors or failures of the FRB, FRB and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process in clearings inclearings from the FRB or such clearinghouse; provided, however, if the data required by this SECTION 7.2(G) can not be provided as a result of -------------- causes beyond SELLER's control, BUYER may delay its performance of its obligations hereunder until such data is available. (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement Acquisition nor later than twenty five (5) days prior to the Closing Date (or such longer period as may be required by law)Date, notify all depositors of the Offices and all borrowers of any Office Loan by letter letter, reasonably acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loansaccounts, of BUYER's pending assumption of the Deposit Liabilities and acquisition hereunder, and, if applicable, BUYER's proposed closing and/or relocation of the Office Loans hereunderan Office, 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, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall be borne by SELLER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER with respect to the provision of applicable notices, communications, communications and filings relating to changes in the terms of any Deposit Accounts or Office Loans as set forth in this Agreement. (i) For a period of sixty (60) days after the Closing Date, SELLER will forward to BUYER, within two (2) business days of receipt, loan payments received by SELLER with respect to the Office LoansOverdraft Loans and the Overdrafts. BUYER will forward, within two (2) business days of receipt receipt, payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of the other when such customers present payments over the counter to the party not holding their respective loan. BUYER shall reimburse SELLER within 30 days of notice by SELLER to BUYER for any payments tendered by borrowers which were credited to the outstanding balance of any Office Loan prior to the Closing Date and which are subsequently returned or otherwise withdrawn for any reason and SELLER shall assign to BUYER any rights of SELLER to recovery of such payments as against the relevant borrower. (j) BUYER shall have the right to put back to SELLER any Overdraft transferred to BUYER pursuant to this Agreement in the event that BUYER is unable for any reason within thirty (30) days following the Closing Date to collect the full amount of the Overdraft. BUYER shall have the right to put back to SELLER any Overdraft Loan transferred to BUYER pursuant to this Agreement in the event that BUYER has received no payment from the borrower on such Overdraft Loan within thirty (30) days following the Closing Date. SELLER shall pay to BUYER within three (3) days of BUYER's tender of the Overdraft Loans and/or Overdrafts pursuant to this Section the amount outstanding thereon and BUYER upon receipt of such payment shall transfer all of its right, title and interest in such Overdraft Loans and/or Overdrafts to SELLER. (k) The duties and obligations of the parties in this section 7.02 SECTION 7.2 shall survive the Closing; provided, however, that SELLER shall have no obligation to take any action or furnish any service for the benefit of, or in favor of, any third party, unless such third party is a permitted assignee of BUYER pursuant to Section 10.06 hereof.

Transitional Actions by SELLER. After the Closing, unless another time is otherwise indicated: (a) SELLER Seller shall use its best efforts to cooperate with BUYER Purchaser in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit LiabilitiesTransferred Accounts, assumed by BUYER Purchaser hereunder. SELLER Seller shall provide final statements as of the Closing Date, in conjunction with appropriate Deposit LiabilitiesTransferred Accounts, with interest and service charges pro-rated to close of business on the Closing Date. SELLER Seller shall submit and file any required reports on IRS Form 1099 with respect to interest accrued paid on Deposit Liabilities Transferred Accounts through the Closing Date. Notwithstanding the limitations contained in 9.1(b), Seller shall, prior to issuing any notices to its customers or the general public regarding the transaction contemplated by this Agreement, obtain the prior written consent of Purchaser with respect to the content of such notices. Purchaser shall not contact Seller's customers until the earlier of (i) Seller's written consent, or (ii) receipt of all regulatory approvals and the passage of any waiting periods, and all conditions precedent to Purchaser's obligations hereunder have either been satisfied or waived in writing by Purchaser. (b) SELLER's sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, if any, shall be as set forth in this Section 7.02(b). As soon as practicable following the date of this Agreement, SELLER shall provide BUYER with applicable product functions and specifications relating to the data processing support required for the Deposit Accounts, Office Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices (such Deposit Accounts, Office Loans and safe deposit business, if applicable, hereinafter called the "Accounts"). As soon as practicable following the date of this Agreement, SELLER shall provide to BUYER file formats relating to the Accounts and up to three (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCDIC formatted tape. By not later than 10:00 A.M. local time on the day immediately following the Closing Date, SELLER shall make the foregoing documents and materials available for pick-up by BUYER at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Operations Center"). BUYER shall review and analyze such materials including, but not limited to, the file formats and test tapes, and shall advise SELLER in writing of any defects or concerns relating thereto not later than 10 business days following receipt thereof. (c) Prior to the Closing Date, SELLER Seller shall cooperate with BUYERPurchaser, at BUYERPurchaser's expense and at no expense to SELLERSeller, in making Transferred Employees available at reasonable times for whatever program of training BUYER Purchaser deems advisable; PROVIDEDprovided, HOWEVERhowever, that BUYER Purchaser shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Transferred Employees. BUYER Purchaser shall make request of SELLER Seller for training opportunities prior to the Closing Date, and shall reimburse Seller at the Closing for any and all costs relating to such training including, but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by Seller or such Transferred Employees in conjunction with the training. Such requests, which request shall specify the time, duration and place of such training, and which must be approved by SELLERSeller. (dc) SELLER Seller shall cooperate with BUYERPurchaser, at no expense to SELLERSeller, to make provision for the installation of teller and platform equipment in the Offices Branch Office subject to approval by SELLERSeller; PROVIDEDprovided, HOWEVERhowever, that BUYER Purchaser shall arrange for the installation and placement of such equipment at such times and in a manner that does not significantly interfere with the normal business activities and operation of SELLER Seller or the OfficesBranch Office. (ed) SELLER Seller shall resign as custodian of each IRA ▇▇▇ account ▇ount maintained at the Offices Branch Office and assign the custodianship of such accounts to BUYER Purchaser upon Closing subject to receipt of applicable customer consents and other and analyze such provisions of this Agreement including the provisions of section 8.10 hereofAgreement. (fe) SELLER Seller shall terminate its ATM/debit card service effective as of close of business on the business day preceding the Closing Date or such other date and time as SELLER Seller and BUYER Purchaser may agree. Such terminations will be preceded by the notice described in Section 7.01(bParagraph 9.1(b) herein. SELLER Seller shall have no obligation with respect to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Transferred Accounts following the Closing and, further, BUYER Purchaser shall assume all responsibility and liability with respect thereto following the Closing. For Seller will continue to redirect and/or pass through relevant ACH transactions on Transferred Accounts for a period ending on the earlier of 90 two hundred ten (210) days following the Closing Date or five days prior to the conversion of SELLER's systems to systems of BANC ONE CORPORATION or any of its affiliates ("the Conversion"), SELLER will receive incoming ACH items and forward them to Buyer by electronic file transmission and SELLER will intercept incoming wires and forward them to Buyer through the Federal Reserve wire system the same day received. To facilitate electronic file transmission, BUYER shall at no expense to SELLER obtain compatible software and networking capabilities with the Network Banker system. Fees payable to any third party, including the Federal Reserve System, shall be paid by Buyer. Deposits and Loan payments related to the accounts sold (i) received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the next day, and (ii) will not be accepted if attempted to be made in personDate. (gf) As of the opening of business on the first business day after the Closing Date, SELLER Seller and BUYER Purchaser shall provide the appropriate Federal Reserve Bank (the "FRB") with all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments and other commercial paper relative to the Deposit Liabilities and/or the Office Loans Transferred Accounts (hereinafter collectively referred to as "Paper Items"). BUYER Purchaser shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. If In the event the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER Purchaser with the result that such Paper Items are presented to SELLERSeller, by not later than 3:00 p.m. local time on each business day following the Closing and continuing until the earlier of ninety for two hundred ten (90210) days after the Closing or the ConversionClosing, SELLER Seller will make available to BUYER Purchaser for pick up from Seller's offices or the offices of Seller's agent and/or processor at the Operations Center at 12:0047 W▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, noon on the next business day▇▇▇▇▇▇▇, all ▇▇▇▇▇▇▇▇ ▇▇▇ of the Paper Items which are received by SELLER Seller from the FRB and/or any regional or local clearinghouse on during the prior business day. SELLER shall also electronically transmit to BUYER by 5:00 a.m. morning of each such business day information relating to checks on an "as-received by SELLER on the prior business day. basis." At the same time ▇▇▇▇▇▇ ▇▇▇▇▇▇ delivers physical custody of Paper Items to BUYER, SELLER shall ll also make available to BUYER Purchaser information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER Seller for each of the Deposit Accounts and/or the Office LoansTransferred Accounts. SELLER Purchaser shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER until the earlier of 90 Purchaser within 30 days following the Closing Date or the ConversionDate. Each business day SELLER Seller will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER Purchaser plus (b) all ACH items and ATM transactions captured by SELLER Seller in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER Seller relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office LoansTransferred Accounts. Except as otherwise expressly notedprovided herein, SELLER Seller shall provide the foregoing at no charge to BUYER Purchaser for a period not to exceed ten thirty (1030) days from the Closing Date except that BUYER Purchaser shall pay any charges assessed to SELLER Seller by the FRB, a national or local clearinghouse and/or SELLERSeller's agent and/or processor to the extent such assessments relate to the Deposit Accounts. BUYER shall be responsible for pick up of the data to be provided by SELLER and shall compensate SELLER for activity subsequent to the referenced ten (10) day period in the amount of $50.00 per day and $.25 per item. SELLER and BUYER shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.02(g) might be effected promptly. BUYER shall establish and maintain a settlement account with First National Bank of Commerce, or another affiliate of BANC ONE CORPORATION acceptable to SELLER, to facilitate the daily settlements. SELLER shall not be liable to BUYER for any failure to provide the data required by this Section 7.02(g) to the extent any such failure results from causes beyond SELLER's control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER and/or its agent processor has been unable to process in clearings from the FRB or such clearinghouse. (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than twenty days prior to the Closing Date (or such longer period as may be required by law), notify all depositors of the Offices and all borrowers of any Office Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER's pending assumption of the Deposit Liabilities and acquisition of the Office Loans 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, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall be borne by SELLER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER with respect to the provision of applicable notices, communications, and filings relating to changes in the terms of any Deposit Accounts or Office Loans as set forth in this Agreement. (i) For a period of sixty (60) days after the Closing Date, SELLER will forward to BUYER, within two (2) business days of receipt, loan payments received by SELLER with respect to the Office Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of the other when such customers present payments over the counter to the party not holding their respective loan. BUYER shall reimburse SELLER within 30 days of notice by SELLER to BUYER for any payments tendered by borrowers which were credited to the outstanding balance of any Office Loan prior to the Closing Date and which are subsequently returned or otherwise withdrawn for any reason and SELLER shall assign to BUYER any rights of SELLER to recovery of such payments as against the relevant borrower. (j) The duties and obligations of the parties in this section 7.02 shall survive the Closing; provided, however, that SELLER shall have no obligation to take any action or furnish any service for the benefit of, or in favor of, any third party, unless such third party is a permitted assignee of BUYER pursuant to Section 10.06 hereof.Transferred

Transitional Actions by SELLER. After the Closing, unless another time is otherwise indicated: (a) SELLER Seller shall use its best efforts to cooperate with BUYER Purchaser in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit LiabilitiesTransferred Accounts, assumed by BUYER Purchaser hereunder. SELLER Seller shall provide final statements as of the Closing Date, in conjunction with appropriate Deposit LiabilitiesTransferred Accounts, with interest and service charges pro-rated to close of business on the Closing Date. SELLER Seller shall submit and file any required reports on IRS Form 1099 with respect to interest accrued paid on Deposit Liabilities Transferred Accounts through the Closing Date. Notwithstanding the limitations contained in 9.1(b), Seller shall, prior to issuing any notices to its customers or the general public regarding the transaction contemplated by this Agreement, obtain the prior written consent of Purchaser with respect to the content of such notices. Purchaser shall not contact Seller's customers until the earlier of (i) Seller's written consent, or (ii) receipt of all regulatory approvals and the passage of any waiting periods, and all conditions precedent to Purchaser's obligations hereunder have either been satisfied or waived in writing by Purchaser. (b) SELLER's sole and exclusive responsibilities concerning the provision of data processing services to or for the Deposit Accounts of the Offices after the Closing Date, if any, shall be as set forth in this Section 7.02(b). As soon as practicable following the date of this Agreement, SELLER shall provide BUYER with applicable product functions and specifications relating to the data processing support required for the Deposit Accounts, Office Loans, and safe deposit business (if such data processing support currently is provided with respect to such business) maintained at the Offices (such Deposit Accounts, Office Loans and safe deposit business, if applicable, hereinafter called the "Accounts"). As soon as practicable following the date of this Agreement, SELLER shall provide to BUYER file formats relating to the Accounts and up to three (3) sets of test tapes related to the Accounts in generic form which are machine readable on IBM (or IBM compatible) equipment or which shall be on eighteen track 3480 cartridges (non-compressed data) or on nine channel 6250 B.P.I. EBCDIC formatted tape. By not later than 10:00 A.M. local time on the day immediately following the Closing Date, SELLER shall make the foregoing documents and materials available for pick-up by BUYER at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Operations Center"). BUYER shall review and analyze such materials including, but not limited to, the file formats and test tapes, and shall advise SELLER in writing of any defects or concerns relating thereto not later than 10 business days following receipt thereof. (c) Prior to the Closing Date, SELLER Seller shall cooperate with BUYERPurchaser, at BUYERPurchaser's expense and at no expense to SELLERSeller, in making Transferred Employees available at reasonable times for whatever program of training BUYER Purchaser deems advisable; PROVIDEDprovided, HOWEVERhowever, that BUYER Purchaser shall conduct such training program in a manner that does not materially interfere with or prevent the performance of the normal duties and activities of such Transferred Employees. BUYER Purchaser shall make request of SELLER Seller for training opportunities prior to the Closing Date, and shall reimburse Seller at the Closing for any and all costs relating to such training including, but not limited to, regular and overtime salary for Transferred Employees involved in training for the period of such training, travel costs, and all expenses incurred by Seller or such Transferred Employees in conjunction with the training. Such requests, which request shall specify the time, duration and place of such training, and which must be approved by SELLERSeller. (dc) SELLER Seller shall cooperate with BUYERPurchaser, at no expense to SELLERSeller, to make provision for the installation of teller and platform equipment in the Offices Branch Office subject to approval by SELLERSeller; PROVIDEDprovided, HOWEVERhowever, that BUYER Purchaser shall arrange for the installation and placement of such equipment at such times and in a manner that does not significantly interfere with the normal business activities and operation of SELLER Seller or the OfficesBranch Office. (ed) SELLER Seller shall resign as custodian of each IRA ▇▇▇ account ▇ount maintained at the Offices Branch Office and assign the custodianship of such accounts to BUYER Purchaser upon Closing subject to receipt of applicable customer consents and other and analyze such provisions of this Agreement including the provisions of section 8.10 hereofAgreement. (fe) SELLER Seller shall terminate its ATM/debit card service effective as of close of business on the business day preceding the Closing Date or such other date and time as SELLER Seller and BUYER Purchaser may agree. Such terminations will be preceded by the notice described in Section 7.01(bParagraph 9.1(b) herein. SELLER Seller shall have no obligation with respect to conversion or change over with respect to direct deposit or payroll and retirement payments service relating to the Deposit Transferred Accounts following the Closing and, further, BUYER Purchaser shall assume all responsibility and liability with respect thereto following the Closing. For Seller will continue to redirect and/or pass through relevant ACH transactions on Transferred Accounts for a period ending on the earlier of 90 two hundred ten (210) days following the Closing Date or five days prior to the conversion of SELLER's systems to systems of BANC ONE CORPORATION or any of its affiliates ("the Conversion"), SELLER will receive incoming ACH items and forward them to Buyer by electronic file transmission and SELLER will intercept incoming wires and forward them to Buyer through the Federal Reserve wire system the same day received. To facilitate electronic file transmission, BUYER shall at no expense to SELLER obtain compatible software and networking capabilities with the Network Banker system. Fees payable to any third party, including the Federal Reserve System, shall be paid by Buyer. Deposits and Loan payments related to the accounts sold (i) received by mail, ATM or other means other than ACH or wire, will be forwarded to Buyer the next day, and (ii) will not be accepted if attempted to be made in personDate. (gf) As of the opening of business on the first business day after the Closing Date, SELLER Seller and BUYER Purchaser shall provide the appropriate Federal Reserve Bank (the "FRB") with all information necessary in order to expedite the clearing and sorting of all checks, drafts, instruments and other commercial paper relative to the Deposit Liabilities and/or the Office Loans Transferred Accounts (hereinafter collectively referred to as "Paper Items"). BUYER Purchaser shall bear all charges and costs imposed by the Federal Reserve in connection with the reassignment of account number ranges for sorting the Paper Items. If In the event the Federal Reserve and/or any other regional or local clearinghouse for negotiable instruments fails, refuses or is unable to direct sort such Paper Items for delivery to BUYER Purchaser with the result that such Paper Items are presented to SELLERSeller, by not later than 3:00 p.m. local time on each business day following the Closing and continuing until the earlier of ninety for two hundred ten (90210) days after the Closing or the ConversionClosing, SELLER Seller will make available to BUYER Purchaser for pick up from Seller's offices or the offices of Seller's agent and/or processor at the Operations Center at 12:007600 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, noon on the next business day▇▇▇▇▇▇, all ▇▇▇▇▇▇▇▇ ▇▇▇ of the Paper Items which are received by SELLER Seller from the FRB and/or any regional or local clearinghouse on during the prior business day. SELLER shall also electronically transmit to BUYER by 5:00 a.m. morning of each such business day information relating to checks on an "as-received by SELLER on the prior business day. basis." At the same time ▇▇▇▇▇▇ ▇▇▇▇▇▇ delivers physical custody of Paper Items to BUYER, SELLER shall ll also make available to BUYER Purchaser information and records, including but not limited to systems printouts, concerning such Paper Items and concerning incoming Automated Clearing House items ("ACH items") as well as outstanding Automatic Teller Machine ("ATM") transactions. Such information and records, including but not limited to systems printouts, will utilize the most recent account number designated by SELLER Seller for each of the Deposit Accounts and/or the Office LoansTransferred Accounts. SELLER Purchaser shall initiate appropriate Notification of Change requests relating to appropriate routing matters at the sole expense of BUYER until the earlier of 90 Purchaser within 30 days following the Closing Date or the ConversionDate. Each business day SELLER Seller will endeavor to see that the sum of (a) the actual Paper Items provided to BUYER Purchaser plus (b) all ACH items and ATM transactions captured by SELLER Seller in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by SELLER Seller relative to the Paper Items plus (d) the information and records, including but not limited to systems printouts, provided relative to the ACH items and ATM transactions affecting the Deposit Accounts and/or the Office LoansTransferred Accounts. Except as otherwise expressly notedprovided herein, SELLER Seller shall provide the foregoing at no charge to BUYER Purchaser for a period not to exceed ten thirty (1030) days from the Closing Date except that BUYER Purchaser shall pay any charges assessed to SELLER Seller by the FRB, a national or local clearinghouse and/or SELLERSeller's agent and/or processor to the extent such assessments relate to the Deposit AccountsTransferred Accounts ("Costs"). BUYER Purchaser shall be responsible for pick up of the data to be provided by SELLER Seller and shall compensate SELLER Seller for activity subsequent to the referenced ten (10) 30 day period in the amount of as follows: (i) $50.00 per day and Seller's Costs plus ten (10%) percent thereof for days 31 through 60; (ii) $.25 50.00 per itemday and Seller's Costs plus fifteen (15%) percent thereof for days 61 through 120; and (iii) $50.00 per day and Seller's Costs plus twenty-five (25%) percent thereof for days 121 through 180. SELLER Any request for extension of the 180-day period shall be submitted in writing by Purchaser to Seller not later than 10 business days prior to the expiration of such 180-day period or any extensions thereof and BUYER shall be subject to approval by Seller at its sole discretion. Fees for activity subsequent to the 180 day period shall be as determined by Seller. Fees for activity subsequent to the initial 30-day period shall be assessed on a daily basis and included in the daily cash settlement. Except as otherwise expressly provided herein, Purchaser shall be responsible for processing any and all ACH returns, received subsequent to the Closing, directly through the appropriate Federal Reserve Bank. Seller and Purchaser shall arrange for appropriate daily settlement between the parties in order that the transmission of all monies associated with the matters set forth in this Section 7.02(gParagraph 9.2(f) might be effected promptly. BUYER shall establish and maintain a settlement account with First National Bank of Commerce, or another affiliate of BANC ONE CORPORATION acceptable to SELLER, to facilitate the daily settlements. SELLER Seller shall not be liable to BUYER Purchaser for any failure to provide the data required by this Section 7.02(gParagraph 9.2(f) to the extent any such failure results from causes beyond SELLERSeller's control including war, strike or other labor disputes, acts of God, errors or failures of the FRB, and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein SELLER Seller and/or its agent processor has been unable to process in clearings from the FRB or such clearinghouse. (h) SELLER shall, not earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than twenty days prior to the Closing Date (or such longer period as may be required by law), notify all depositors of the Offices and all borrowers of any Office Loan by letter acceptable to BUYER, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts and/or loans, of BUYER's pending assumption of the Deposit Liabilities and acquisition of the Office Loans 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, will be terminated. The expenses of the printing, processing and mailing of such letter notices shall be borne by SELLER. Anything to the contrary herein notwithstanding, nothing in this Agreement shall be deemed to constitute an assumption by SELLER of the duties and obligations of BUYER with respect to the provision of applicable notices, communications, and filings relating to changes in the terms of any Deposit Accounts or Office Loans as set forth in this Agreement. (i) For a period of sixty (60) days after the Closing Date, SELLER will forward to BUYER, within two (2) business days of receipt, loan payments received by SELLER with respect to the Office Loans. BUYER will forward, within two (2) business days of receipt payments received by BUYER with respect to any loans not assigned to BUYER under this Agreement. BUYER and SELLER further agree to refer customers to the offices of the other when such customers present payments over the counter to the party not holding their respective loan. BUYER shall reimburse SELLER within 30 days of notice by SELLER to BUYER for any payments tendered by borrowers which were credited to the outstanding balance of any Office Loan prior to the Closing Date and which are subsequently returned or otherwise withdrawn for any reason and SELLER shall assign to BUYER any rights of SELLER to recovery of such payments as against the relevant borrower. (j) The duties and obligations of the parties in this section 7.02 shall survive the Closing; provided, however, that SELLER shall have no obligation to take any action or furnish any service for the benefit of, or in favor of, any third party, unless such third party is a permitted assignee of BUYER pursuant to Section 10.06 hereof.such