Common use of Certain Transitional Matters Clause in Contracts

Certain Transitional Matters. (a) Buyer will, at its cost and expense, notify the Depositors on or before the Closing Date of Buyer's pending assumption of the Deposits. To the extent Seller has the legal or regulatory authority to do so, Seller hereby consents to the Buyer's use, after the Effective Time, of Seller's ABA Routing Number. (b) Seller and Buyer will 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 the Deposits after the Closing Date. Seller will cooperate with Buyer and take all reasonable steps requested by Buyer to ensure that, on and after the Closing Date, each item drawn against a Deposit and encoded for presentment to Seller or to any bank for the account of Seller is delivered to Buyer in a timely manner and in accordance with applicable law and clearing house rule or agreement. (c) Buyer will pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Buyer drawn on the Deposits by means of checks, drafts or withdrawal order forms provided by Seller, and in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the Deposits. (d) Buyer will pay promptly to Seller an amount equal to the amount of any checks, drafts, withdrawal orders and/or other items in the process of collection as of the Effective Time credited to the Deposits on or before the Closing Date which are returned to Seller or to Buyer after the Closing Date. Upon receipt of payment from Buyer, Seller will promptly assign to Buyer any item so received by Seller. (e) Seller will remit promptly to Buyer all payments on Loans, all amounts intended as Deposits and any other amounts properly payable to Buyer rather than Seller as a result of the transactions contemplated hereby which may be received by Seller after the Effective Time. (f) For a period of twelve (12) months following the Closing Date, upon request either to Seller or Buyer from any state or the federal government to reclaim funds relating to forged or improperly credited or issued social security, unemployment, welfare or similar checks credited by Seller to a Deposit account before the Effective Time, Buyer hereby will honor such request, but only to the extent of the balance in the relevant account at the date of such request. Buyer will assign to Seller all right, title and interest in any such check returned to it by any such governmental entity and Seller will remain liable for any deficiency still owing.

Certain Transitional Matters. (a) Buyer will, at its cost and expense, notify the Depositors on or before the Closing Date of Buyer's pending assumption of the Deposits. To the extent Seller has the legal or regulatory authority to do so, Seller hereby consents to the Buyer's use, after the Effective Time, of Seller's ABA Routing Number. (b) Seller and Buyer will 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 the Deposits after the Closing Date. Seller will cooperate with Buyer and take all reasonable steps requested by Buyer to ensure that, on From and after the Closing Date, : (a) The Sellers acknowledge and agree that each item drawn against a Deposit Buyer shall have the right and encoded for presentment authority to Seller or to any bank collect for the applicable Buyer’s own account all items which shall be transferred to such Buyer as provided herein; (b) Each Buyer shall have the right and authority to retain and endorse without recourse the name of any Seller on any check or any other evidence of indebtedness received by a Buyer on account of Seller is delivered to Buyer in a timely manner and in accordance with applicable law and clearing house rule or agreement.any of the Acquired Assets; Asset Purchase Agreement 38 (c) Buyer will pay in accordance with law Each Seller shall promptly transfer and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Buyer drawn on the Deposits by means of checks, drafts or withdrawal order forms provided by Seller, and in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller with respect deliver to the Deposits.Buyers without set-off any cash or other property, if any, that such Seller may receive related to the Acquired Assets; (d) Buyer will pay The Buyers shall promptly to Seller an amount equal transfer and deliver to the amount of applicable Seller without set-off any checkscash or other property, draftsif any, withdrawal orders and/or other items in that the process of collection as of the Effective Time credited Buyers may receive related to the Deposits on or before the Closing Date which are returned to Seller or to Buyer after the Closing Date. Upon receipt of payment from Buyer, Seller will promptly assign to Buyer any item so received by Seller.Excluded Assets; (e) Seller will remit The Buyers shall have complete control over the payment, settlement or other disposition of, or any dispute involving any Assumed Liabilities, and the Buyers shall have the right to conduct and control all negotiations and proceedings with respect thereto. The Sellers shall notify the Buyers promptly of any claim with respect to Buyer all payments on Loansany Assumed Liabilities and shall not, all amounts intended as Deposits except with the prior written consent of FTI and the Buyers, voluntarily make any other amounts properly payable payment of, or settle or offer to Buyer rather than Seller as a result of settle, or consent to any compromise with respect to, any such Assumed Liabilities. The Sellers shall cooperate with FTI and the transactions contemplated hereby which may be received by Seller after the Effective Time.Buyers in connection with any negotiations or proceedings involving any Assumed Liabilities; and (f) For The Buyers acknowledge that after the Closing, the Sellers will not have the ability to collect the Accounts Receivable of the Sellers not included in the Acquired Assets (the “Sellers’ Book Debts”). The Buyers agree to use all commercially reasonable efforts in the Buyers’ Ordinary Course of Business to collect the Sellers’ Book Debts for a period of twelve (12) months following 120 days from the Closing, for the benefit of the Sellers. Each of the Sellers and the Principals hereby agrees to indemnify the Buyers and their Affiliates for all reasonable cost, liability or loss arising from or related to collection of the Sellers’ Book Debts. Neither the Buyers nor any of their Affiliates shall be liable to any of the Sellers for any failure to collect any of the Sellers’ Book Debts. The Sellers shall provide to the Buyers an itemized schedule of all of the Sellers’ Book Debts, showing details of each debtor’s name and address and invoices outstanding. The Buyers shall promptly account for the Sellers’ Book Debts and pay all such sums into the bank account of any Seller as directed in writing by the Sellers’ Representative. The Buyers shall not be obligated to take any legal or enforcement action against any debtor or other person to recover the Sellers’ Book Debts, and the Buyers shall not take any such action without the prior written consent of the Sellers’ Representative. The Sellers shall not for a period of 120 days from the Closing Date, upon request either take any legal or enforcement action to Seller or Buyer from any state or recover the federal government to reclaim funds relating to forged or improperly credited or issued social security, unemployment, welfare or similar checks credited by Seller to a Deposit account before Sellers’ Book Debts without the Effective Time, Buyer hereby will honor such request, but only to prior written consent of FTI and the extent of the balance in the relevant account at the date of such request. Buyer will assign to Seller all right, title and interest in any such check returned to it by any such governmental entity and Seller will remain liable for any deficiency still owingBuyers.

Certain Transitional Matters. The Seller shall cooperate with and assist the Purchaser (aat the Purchaser's cost) Buyer willand its authorized representatives in order to provide, at its cost and expenseto the extent reasonably requested by the Purchaser, notify the Depositors on or before the Closing Date an efficient transfer of Buyer's pending assumption control of the Deposits. To Business and the extent Seller has the legal or regulatory authority Purchased Assets and to do so, Seller hereby consents to the Buyer's use, after the Effective Time, of Seller's ABA Routing Number. (b) Seller and Buyer will 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 the Deposits after the Closing Date. Seller will cooperate with Buyer and take all reasonable steps requested by Buyer to ensure that, on and after the Closing Date, each item drawn against a Deposit and encoded for presentment to Seller or to avoid any bank for the account of Seller is delivered to Buyer in a timely manner and in accordance with applicable law and clearing house rule or agreement. (c) Buyer will pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Buyer drawn on the Deposits by means of checks, drafts or withdrawal order forms provided by Seller, and in all other respects discharge, undue interruption in the usual course activities and operations of the banking business, the duties and obligations of Seller with respect to the Deposits. (d) Buyer will pay promptly to Seller an amount equal to the amount of any checks, drafts, withdrawal orders and/or other items in the process of collection as of the Effective Time credited to the Deposits on or before the Closing Date which are returned to Seller or to Buyer after the Closing Date. Upon receipt of payment from Buyer, Seller will promptly assign to Buyer any item so received by Seller. (e) Seller will remit promptly to Buyer all payments on Loans, all amounts intended as Deposits and any other amounts properly payable to Buyer rather than Seller as a result of the transactions contemplated hereby which may be received by Seller after the Effective Time. (f) For a period of twelve (12) months Business following the Closing Date, upon request either including, without limitation: (i) sufficient notification by the Seller, prior to the Closing in form and substance satisfactory to Purchaser, to all of the Datacenter customers (the "Customers Notice") of this Agreement and the transactions contemplated hereby, which notice shall instruct such customers to make all payments, subject to and following the Closing, directly to the order of the Purchaser and (ii) assistance with any attempts made by the Purchaser to hire any of the Datacenter employees; provided, however, that, the Purchaser shall have the right, but not the obligation, on or after the Closing Date to employ any or all of the employees of the Seller. In that regard, the Seller shall use its best efforts to ensure that all of the Assumed Colocation Agreements, the Fleet Lease and any rights under all warranties, representations and guaranties, including those made by any of the Providers in respect of any of the Alterations, under terms no less favorable than those existing as of the date hereof, are assigned to the Purchaser by the Closing. The Seller shall notify the Purchaser immediately of any default or breach, or any alleged default or breach by the Seller or Buyer any counterparty under the Lease or any of the Assumed Colocation Agreements. The Seller also shall not hire or obtain the services of any of the Providers to perform any Alterations. To the extent that any Encumbrance in respect of Alterations exists at any time from any state or the federal government to reclaim funds relating to forged or improperly credited or issued social securitydate hereof until the Closing, unemploymentthe Seller shall obtain an appropriate release and satisfaction of lien, welfare or similar checks credited by Seller to a Deposit account before the Effective Time, Buyer hereby will honor such request, but only reasonably satisfactory to the extent of Purchaser (the balance in the relevant account at the date of such request. Buyer will assign to Seller all right, title and interest in any such check returned to it by any such governmental entity and Seller will remain liable for any deficiency still owing"Releases").

Certain Transitional Matters. 7.1. Transitional Action by Purchaser. Prior to and after the Closing, unless otherwise indicated: (a) Buyer willAfter the Closing, at its cost and expense, notify the Depositors on or before the Closing Date of Buyer's pending assumption of the Deposits. To the extent Seller has the legal or regulatory authority to do so, Seller hereby consents to the Buyer's use, after the Effective Time, of Seller's ABA Routing Number.Purchaser shall: (bi) Seller and Buyer will 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 the Deposits after the Closing Date. Seller will cooperate with Buyer and take all reasonable steps requested by Buyer to ensure that, on and after the Closing Date, each item drawn against a Deposit and encoded for presentment to Seller or to any bank for the account of Seller is delivered to Buyer in a timely manner and in accordance with applicable law and clearing house rule or agreement. (c) Buyer will pay in accordance with the law and customary banking practices all properly drawn and presented checks, drafts drafts, debits and withdrawal orders presented to Buyer Purchaser by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the accounts assumed by Purchaser hereunder, whether drawn on the Deposits by means of checks, drafts or withdrawal order forms provided by Seller, and Seller or by Purchaser; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the Deposits.balances due and owing to the depositors whose accounts are assumed by Purchaser hereunder; provided, however, that Purchaser's obligations pursuant to this Section 7.1 to honor checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including its name and transit routing number) shall not apply to any such check, draft or withdrawal order presented to Purchaser more than one hundred eighty (180) days following the Closing Date; and (b) After the Closing, if any depositors of the accounts assumed by Purchaser hereunder, instead of accepting the obligation of Purchaser to pay the Deposit Liabilities (including accrued interest thereon) assumed hereunder, shall demand payment from Seller for all or any part of any such assumed Deposit Liabilities (including accrued interest thereon), Purchaser shall acknowledge that Seller shall not be liable or responsible for making such payment. If any such depositors draw a check, draft or withdrawal order against the Deposit Liabilities (including accrued interest thereon) assumed by Purchaser hereunder which is presented or charged to Seller after the Closing Date, and Seller elects to pay the same, Purchaser shall immediately, upon demand, reimburse Seller for any such payments or charges but only to the extent funds are available in such depositor's Deposit Liability account; provided, however, that Seller shall not be deemed to have made any representations or warranties to Purchaser with respect to any such checks, drafts or withdrawal orders and any such representations or warranties implied by law are hereby disclaimed; and (c) Purchaser shall make appropriate arrangements with Seller at or prior to the Closing to provide for settlement by Purchaser of checks, returns and other items which are presented to Seller after the Closing Date and which are drawn on or chargeable to accounts which have been assumed by Purchaser hereunder; and (d) Buyer will On that date which is thirty (30) days after the Closing Date, Seller shall pay promptly to Seller Purchaser an amount equal to the lesser of: (i) the amount of any checks, drafts, withdrawal orders and/or other items in the process of collection overdraft which existed as of the Effective Time credited Closing Date on each Deposit Account assumed by Purchaser hereunder; or (ii) the amount of any remaining overdraft, which continues to exist on each Deposit Account that was originally overdrawn as of the close of business on the business day immediately preceding the Closing Date. However, for an account which had an overdraft as of the Closing Date, which overdraft has been reduced to zero with collected funds at any time during such thirty day period, no amount shall be payable by Seller to Purchaser; and (e) Purchaser and Seller shall, at a mutually agreeable time which in no event shall be earlier than the time of procurement of all regulatory approvals required for consummation of the transaction contemplated by this Agreement nor later than twenty-five (25) days prior to the Deposits Closing Date, notify all depositors of the Branches by a joint mailing containing a mutually acceptable text to Seller and Purchaser calculated to provide necessary and specific information to the owners of particular types of accounts, of Purchaser's pending assumption of the Deposit Liabilities hereunder, including specific information about procedures for the delivery of necessary forms and checks of Purchaser and, in appropriate instances, notify depositors that on or before and after the Closing Date those Seller deposit-related services which are returned will be terminated. Each party shall bear its own cost for the design and printing of the material included in such joint mailing which pertains to that party. The cost for the purchase of the envelopes used in each joint mailing shall be shared equally. Purchaser shall have the responsibility for placing such joint mailing into the mail and shall invoice Seller for one-half of the postage paid with respect to such mailing. Seller shall provide Purchaser with two (2) sets of all appropriate mailing labels of applicable customer addresses at Seller's expense; and (f) Prior to the Closing Date, Purchaser shall separately furnish appropriate depositors by mail with brochures, forms and other written materials related or necessary to Buyer the assumption of the Deposit Liabilities by Purchaser and the conversion of said accounts to Purchaser accounts, including provisions for checks to appropriate depositors using the forms of Purchaser with instructions to such depositors to utilize such Purchaser checks on and after the Closing Date and thereafter to destroy any unused checks on Seller's forms. The mailing containing such brochures, forms or other written materials of Purchaser shall be sent no later than the earlier of fifteen (15) days or such other period as may otherwise be required by applicable laws, rules and regulations prior to the Closing Date and no later than the time prior to the Closing Date reasonably deemed necessary by Purchaser to provide depositors with all necessary forms to accomplish the assumption of the Deposit Liabilities, provided that no check forms of Purchaser shall be provided to depositors earlier than five (5) days prior to the Closing Date or later than five (5) days after the Closing Date. Upon receipt The expenses of payment from Buyerthe printing, Seller processing and mailing of such information of Purchaser shall be borne by Purchaser. The expenses of providing new Purchaser checks and other forms and written materials to appropriate customers shall be that of Purchaser. Before Closing, except as provided in this paragraph, Purchaser will promptly assign not contact Seller's customers except as may occur in connection with advertising or solicitations directed to Buyer any item so received by Seller.the public generally or except as necessary to accomplish an orderly transition of the Deposit Accounts to Purchaser, provided that such contacts do not occur until after the mailing of the material described in Section 7.1(e) hereof; and (eg) Seller will remit promptly All tasks and obligations concerning the provision of data processing services to Buyer all payments on Loans, all amounts intended as Deposits or for the Assets and any other amounts properly payable to Buyer rather than Seller as a result of the transactions contemplated hereby which may be received by Seller Deposit Liabilities after the Effective Time. (f) For a period of twelve (12) months following the Closing DateClosing, upon request either to Seller or Buyer from any state or the federal government to reclaim funds relating to forged or improperly credited or issued social securityother than those specifically set forth in, unemployment, welfare or similar checks credited by Seller to a Deposit account before the Effective Time, Buyer hereby will honor such request, but only and to the extent of assumed by Seller pursuant to Section 7.2(b) herein, are the balance in the relevant account at the date of such request. Buyer will assign to Seller all rightsole and exclusive responsibility of, title and interest in any such check returned to it by any such governmental entity shall be performed solely and Seller will remain liable for any deficiency still owingexclusively by, Purchaser.

Certain Transitional Matters. Following the Closing, Seller shall make available the reasonable use of its staff and employees who are familiar with the Business to answer questions and provide information to enable Buyer to integrate the operations, facilities and personnel included with the Business with the other funeral and cemetery operations of Buyer and its affiliates. In addition, Buyer may have, for a period of up to 45 days following the Closing, the use of the Seller’s standard preneed contract forms currently in effect and being used in the Business (a“Preneed Contract Forms”), until such time (within such 45-day period) as Buyer willobtains applicable regulatory approval for the use of Buyer’s own preneed contract forms, as well as the use of the Seller’s sales presentation materials currently in effect and being used in the Business (“Sales Presentation Materials”), until such time (within such 45-day period) as Buyer trains the sales counselors at its cost the Business in the use of Buyer’s own sales presentation materials. The consent to the limited-term use of the Preneed Contract Forms and expenseSales Presentation Materials (collectively, notify “Seller Materials”) constitutes a non-transferable license only and does not constitute any conveyance of any proprietary interest therein to Buyer. Any proprietary rights in the Depositors on or Seller Materials do not constitute a portion of the “Assets” within the meaning hereof. Buyer will continue to have the right to retain copies of all preneed contracts entered into before the Closing Date of Buyer's pending assumption and during the 45-day period referred to above. The Seller Materials may be used only for the limited purposes described herein and only at the Business. Buyer shall clearly delete all references to Seller in connection with their usage of the Deposits. To the extent Seller has the legal Materials, including (without limitation) its corporate or regulatory authority to do so, Seller hereby consents to the Buyer's use, after the Effective Time, of Seller's ABA Routing Number. (b) Seller other proprietary names and Buyer will 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 the Deposits after the Closing Datelogos. Seller will cooperate with Buyer and take all reasonable steps requested by Buyer to ensure thatmakes no representation or warranty regarding the sufficiency or legality of or otherwise regarding Buyer’s use of the Seller Materials. The foregoing reservation does not, on and after however, affect the Closing Date, each item drawn against a Deposit and encoded for presentment to Seller or to any bank for the account representations of Seller is delivered to Buyer in a timely manner and in accordance with applicable law and clearing house rule or agreement. (c) Buyer will pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Buyer drawn on the Deposits by means of checks, drafts or withdrawal order forms provided by Seller, and in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller contained herein with respect to the Deposits. (d) Buyer will pay promptly to any Seller an amount equal Materials used prior to the amount of any checks, drafts, withdrawal orders and/or other items in the process of collection as of the Effective Time credited to the Deposits on or before the Closing Date which are returned to Seller or to Buyer after the Closing Date. Upon receipt of payment from Buyer, Seller will promptly assign to Buyer any item so received by SellerClosing. (e) Seller will remit promptly to Buyer all payments on Loans, all amounts intended as Deposits and any other amounts properly payable to Buyer rather than Seller as a result of the transactions contemplated hereby which may be received by Seller after the Effective Time. (f) For a period of twelve (12) months following the Closing Date, upon request either to Seller or Buyer from any state or the federal government to reclaim funds relating to forged or improperly credited or issued social security, unemployment, welfare or similar checks credited by Seller to a Deposit account before the Effective Time, Buyer hereby will honor such request, but only to the extent of the balance in the relevant account at the date of such request. Buyer will assign to Seller all right, title and interest in any such check returned to it by any such governmental entity and Seller will remain liable for any deficiency still owing.

Certain Transitional Matters. 7.01 TRANSITIONAL ACTION BY PREMIER. After the Closing, unless another time is otherwise indicated: (a) Buyer will, at its cost and expense, notify the Depositors on or before the Closing Date of Buyer's pending assumption of the Deposits. To the extent Seller has the legal or regulatory authority to do so, Seller hereby consents to the Buyer's use, after the Effective Time, of Seller's ABA Routing Number. Premier shall: (bi) Seller and Buyer will 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 the Deposits after the Closing Date. Seller will cooperate with Buyer and take all reasonable steps requested by Buyer to ensure that, on and after the Closing Date, each item drawn against a Deposit and encoded for presentment to Seller or to any bank for the account of Seller is delivered to Buyer in a timely manner and in accordance with applicable law and clearing house rule or agreement. (c) Buyer will pay in accordance with the law and customary banking practices and applicable Deposit Account contract terms, all properly drawn and presented checks, drafts negotiable orders of withdrawal, drafts, debits, and withdrawal orders presented to Buyer Premier by mail, over the counter, through electronic media, or through the check clearing system of the banking industry, by depositors of the Deposit Accounts assumed by Premier hereunder, whether drawn on the Deposits by means of checks, drafts negotiable orders or withdrawal, drafts, or withdrawal order forms provided by Seller, Premier or BANK ONE; and (ii) in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller BANK ONE with respect to the Depositsbalances due and owing to the depositors whose Deposit Accounts are assumed by Premier hereunder; PROVIDED, HOWEVER, that any obligations of Premier pursuant to this Section 7.01 to honor checks, -50- 52 negotiable orders of withdrawal, drafts, and withdrawal orders on forms provided by BANK ONE and carrying its imprint (including its name and transit routing number) shall not apply to any checks, draft, or withdrawal order (i) presented to Premier more than one hundred twenty (120) days following the Closing Date, (ii) with a date more than one hundred twenty (120) days prior to (a) the Closing Date or (b) the date of Premier's receipt thereof, or (iii) on which a stop payment has been requested by the deposit customer. The provisions of this subsection 7.01(a) shall in no way limit Premier's duties or obligations arising under Section 1.03(b) hereof. (db) Buyer Premier 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 25 days prior to the Closing Date, notify all depositors of the Offices by letter, acceptable to BANK ONE, produced in, if appropriate, several similar, but different forms calculated to provide necessary and specific information to the owners of particular types of accounts, of Premier's pending assumption of the Deposit Liabilities hereunder, and, in appropriate instances, notify depositors that on and after the Closing Date certain BANK ONE deposit-related services and/or BANK ONE's debit card and automatic teller machine services, will be terminated. As an enclosure to such notices, Premier may furnish appropriate depositors with brochures, forms and other written materials related or necessary to the assumption of the Deposit Accounts by Premier and the conversion of said accounts to Premier accounts, including the provision of checks to appropriate depositors using the forms of Premier with instructions to such depositors to utilize such Premier checks on and after the Closing Date and thereafter to destroy any unused checks on BANK ONE's forms. The expenses of the printing, processing and mailing of such letter notices and providing new Premier checks and other forms and written materials to appropriate customers shall be borne by Premier. Before Closing, except as provided in this paragraph, Premier will not contact BANK ONE's customers except as may occur in connection with advertising or solicitations directed to the public generally or in the course of obtaining the requisite regulatory approvals of the transaction. (c) Premier shall promptly pay promptly to Seller BANK ONE an amount equal equivalent to the amount of any checks, negotiable orders of withdrawal, drafts, or withdrawal orders and/or other items in (net of the process of collection applicable Acquisition Consideration paid by Premier with respect to the Deposit Liabilities represented by any such instrument) credited as of the Effective Time credited close of business on the Closing Date to a Deposit Account assumed by Premier hereunder which are returned uncollected to BANK ONE after the Deposits Closing Date and which shall include an amount equivalent to holds placed upon such deposit account for items cashed by BANK ONE as of the close of business on or before the Closing Date which items are returned subsequently dishonored. (d) All tasks and obligations concerning the provision of data processing services to Seller or to Buyer for the Offices after the Closing Date. Upon receipt of payment from BuyerClosing, Seller will promptly assign other than those specifically set forth in, and to Buyer any item so received the extent assumed by SellerBANK ONE pursuant to, Section 7.02(b) herein, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, Premier. (e) Seller will remit promptly to Buyer all payments Premier shall, not later than the close of business on Loansthe business day immediately following the Closing Date, all amounts intended supply suitable government-backed securities as Deposits and security for any other amounts properly payable to Buyer rather than Seller as a result deposits of governmental units included among the transactions contemplated hereby Deposit Liabilities for which may be received by Seller after the Effective TimeBANK ONE had provided similar security. (f) For Premier shall, as soon as practicable after the Closing Date, prepare and transmit at Premier's expense to each of the obligors on Office Loans transferred to Premier pursuant to this Agreement a period notice to the effect that the loan has been transferred and directing that payment be made to Premier at the address specified by Premier, with Premier's name as payee on any checks or other instruments used to make payments, and, with respect to such loan on which a payment notice or coupon book has been issued, to issue a new notice or coupon book reflecting the name and an address of twelve Premier as the person to whom and place at which payments are to be made. (12g) months If the balance due on any Office Loan transferred to Premier pursuant to this Agreement has been reduced by BANK ONE as a result of a payment by check or draft received prior to the close of business on the Closing Date, which item is returned unpaid to BANK ONE after the day immediately preceding the Closing Date, the asset value represented by the loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be promptly paid by Premier to BANK ONE. (h) Premier shall use its best efforts to cooperate with BANK ONE in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by Premier hereunder. 7.02 TRANSITIONAL ACTIONS BY BANK ONE. After the Closing, unless another time is otherwise indicated: (a) BANK ONE shall use its best efforts to cooperate with Premier in assuring an orderly transition of ownership of the Assets and responsibility for the liabilities, including the Deposit Liabilities, assumed by Premier hereunder. (b) BANK ONE'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 shall be as set forth in this Section 7.02(b). As soon as practicable following the date of this Agreement, BANK ONE shall provide Premier 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, BANK ONE shall provide to Premier file formats relating to the Accounts and 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. EBCIDIC formatted tape. BANK ONE represents and warrants that the information contained in such file formats or on such tapes is accurate and correct in all material respects as of the time given. By not later than 2:00 P.M. local Columbus, Ohio, time of the day immediately following the Closing Date, upon BANK ONE shall make available for Premier's pick-up at Columbus, Ohio, tapes containing all pertinent data and descriptive information relating to the Accounts which is then available to BANK ONE, which tapes shall constitute BANK ONE's records maintained as of and current to the close of business on the Closing Date with respect to the Accounts. BANK ONE shall bear all costs and expenses relating to the performance of its obligations pursuant to this Section 7.02(b). (c) Prior to the Closing Date, BANK ONE shall cooperate with Premier, at Premier's expense and at no expense to BANK ONE, in making Transferred Employees available at reasonable times for whatever program of training Premier deems advisable; PROVIDED, HOWEVER, that Premier 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. Premier shall make request either of BANK ONE for training opportunities prior to Seller or Buyer from any state the Closing Date. Such requests, which shall specify the time, duration and place of such training, must be approved by BANK ONE. Such approvals will not be unreasonably withheld by BANK ONE. (d) BANK ONE shall cooperate with and permit Premier, at Premier's option and expense and at no expense to BANK ONE, to make provision for the installation of teller equipment in the Offices; PROVIDED, HOWEVER, that Premier 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 BANK ONE or the federal government Offices. (e) BANK ONE shall resign as custodian of each IRA account maintained at the Offices and assign the custodianship of such accounts to reclaim funds relating Premier upon Closing. (f) Not sooner than one (1) business day prior to forged the Closing nor later than the close of business on the Closing Date, BANK ONE shall terminate its debit card service and convert and change over its direct deposit or improperly credited payroll and retirement payments service for the Deposit Accounts from BANK ONE to Premier. Such terminations will be preceded by the notice described in Section 7.01(b) herein. (g) Not later than the opening of business on the first business day after the Closing Date, BANK ONE and Premier shall provide the Federal Reserve Bank of Cleveland 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"). Premier 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. In the event the Federal Reserve and/or any other regional or issued social securitylocal clearinghouse for negotiable instruments fails, unemploymentrefuses or is unable to direct sort such Paper Items for delivery to Premier with the result that such Paper Items are presented to BANK ONE, welfare by not later than 1:00 p.m. local time of each business day following the Closing and continuing for one hundred twenty (120) days after the Closing, BANK ONE will make available to Premier for pick up from BANK ONE's offices or similar checks credited the offices of BANK ONE's agent and/or processor at Brecksville, Ohio, and/or at Painesville, Ohio, all of the Paper Items which are received by Seller BANK ONE from the Federal Reserve Bank of Cleveland and/or any regional or local clearinghouse during the morning of each such business day on an "as-received basis." At the same time BANK ONE shall also make available to Premier 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 BANK ONE for each of the Deposit Accounts and/or the Office Loans. Each business day BANK ONE will endeavor to see that the sum of (a) the actual Paper Items provided to Premier plus (b) all ACH items and ATM transactions captured by BANK ONE in its information and records balance with the sum of (c) the information and records, including but not limited to systems printouts, provided by BANK ONE 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. BANK ONE shall provide the foregoing at no charge to Premier except that Premier shall pay any charges assessed to BANK ONE by the Federal Reserve Bank of Cleveland, a Deposit account before the Effective Time, Buyer hereby will honor such request, but only national or local clearinghouse and/or BANK ONE's agent and/or processor to the extent such assessments relate to the Deposit Accounts. Premier shall be responsible for pick up of the balance data to be provided by BANK ONE. BANK ONE and Premier shall arrange for appropriate daily settlement with one another in order that the relevant account at transmission of all monies associated with the matters set forth in this Section 7.02(g) might be effected promptly. BANK ONE shall not be liable to Premier for any failure to provide the data required by this Section 7.02(g) to the extent any such failure results from causes beyond BANK ONE's control including war, strike or other labor disputes, acts of God, errors or failures of the Federal Reserve Bank of Cleveland and/or a participating regional or local clearinghouse, or equipment failure or other emergency wherein BANK ONE and/or its agent processor has been unable to process inclearings from the Federal Reserve Bank of Cleveland or such clearinghouse. (h) BANK ONE 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, notify all depositors of the Offices and all borrowers of any Office Loan by letter acceptable to Premier, 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 Premier'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 BANK ONE deposit-related services and/or BANK ONE'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 BANK ONE. (i) For a period of sixty (60) days after the Closing Date, BANK ONE will forward to Premier, within two (2) business days of receipt, loan payments received by BANK ONE with respect to the Office Loans. Premier will forward payments due BANK ONE with respect to any loans not otherwise assigned to Premier pursuant to this Agreement, to BANK ONE not later than two (2) business days following date of receipt by Premier. Premier and BANK ONE further agree to refer customers to the offices of the other when such request. Buyer will assign customers present payments over the counter to Seller all right, title and interest in any such check returned to it by any such governmental entity and Seller will remain liable for any deficiency still owingthe party not holding their respective loan.

Certain Transitional Matters. (a) Buyer will, at its cost and expense, notify the Depositors on or before the Closing Date of Buyer's pending assumption Each of the Deposits. To Sellers and the Stockholders shall cooperate with and assist the Purchaser (at the Purchaser's cost) and the Purchaser's Representatives in order to provide, to the extent Seller has the legal or regulatory authority to do so, Seller hereby consents to the Buyer's use, after the Effective Time, of Seller's ABA Routing Number. (b) Seller and Buyer will 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 the Deposits after the Closing Date. Seller will cooperate with Buyer and take all reasonable steps reasonably requested by Buyer the Purchaser, an efficient transfer of control of the Business and the Purchased Assets and to ensure that, on and after the Closing Date, each item drawn against a Deposit and encoded for presentment to Seller or to avoid any bank for the account of Seller is delivered to Buyer in a timely manner and in accordance with applicable law and clearing house rule or agreement. (c) Buyer will pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Buyer drawn on the Deposits by means of checks, drafts or withdrawal order forms provided by Seller, and in all other respects discharge, undue interruption in the usual course activities and operations of the banking business, the duties and obligations of Seller with respect to the Deposits. (d) Buyer will pay promptly to Seller an amount equal to the amount of any checks, drafts, withdrawal orders and/or other items in the process of collection as of the Effective Time credited to the Deposits on or before the Closing Date which are returned to Seller or to Buyer after the Closing Date. Upon receipt of payment from Buyer, Seller will promptly assign to Buyer any item so received by Seller. (e) Seller will remit promptly to Buyer all payments on Loans, all amounts intended as Deposits and any other amounts properly payable to Buyer rather than Seller as a result of the transactions contemplated hereby which may be received by Seller after the Effective Time. (f) For a period of twelve (12) months Business following the Closing Date, upon request either including, without limitation: (i) sufficient notification, in a form approved by the Purchaser, prior to Seller the Closing, to all of the Datacenters customers (the "Customers Notice") by the Sellers of this Agreement and the transactions contemplated hereby, which notice shall instruct such customers to make all payments, subject to and following the Closing, directly to the order of the Purchaser and (ii) assistance with any attempts made by the Purchaser to hire any of the Datacenters employees; provided, however, that, in no event shall the Purchaser be obligated to hire any of such employees after the Closing. In that regard, the Sellers and the Stockholders shall each use reasonable best efforts to ensure that all of the Assumed Colocation Agreements, including the KMC Agreements, and any rights under all warranties, representations and guaranties, including those made by any of the Providers, under terms no less favorable than those existing as of the date hereof, are properly assigned to the Purchaser by the Closing. The Sellers shall notify the Purchaser immediately of any default or Buyer breach, or any alleged default or breach by the Sellers or any counterparty under the Leases or any of the Assumed Colocation Agreements. The Sellers also shall not hire or obtain the services of any of the Providers to perform any Alterations. To the extent that any Encumbrance in respect of Alterations exists at any time from the date hereof until the Closing, the Sellers shall obtain an appropriate release and satisfaction of lien, reasonably satisfactory to the Purchaser (the "Releases"). To the extent that any state Commissions are due or the federal government to reclaim funds will become due relating to forged the Business, Purchased Assets or improperly credited or issued social securityAssumed Colocation Agreements, unemploymentthe Sellers shall obtain an appropriate release, welfare or similar checks credited by Seller to a Deposit account before the Effective Time, Buyer hereby will honor such request, but only reasonably satisfactory to the extent of Purchaser (the balance in the relevant account at the date of such request. Buyer will assign to Seller all right, title and interest in any such check returned to it by any such governmental entity and Seller will remain liable for any deficiency still owing"Commission Releases").

Certain Transitional Matters. (a) Buyer willNotwithstanding anything to the contrary contained in this Agreement, at its cost any B▇▇▇ of Sale, or any Assignment and expenseAssumption Agreement, notify to the Depositors on extent that the sale or before delegation by the Sellers, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable B▇▇▇ of Sale and the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreement to sell and delegate, and the Buyer’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the Sellers shall make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the Sellers are making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer's pending assumption . Nothing contained in this Section 1.3 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in this Agreement, including those relating to any of the Deposits. To Purchased Assets or to any of the extent Seller has the legal or regulatory authority to do so, Seller hereby consents to the Buyer's use, after the Effective Time, of Seller's ABA Routing NumberAssumed Liabilities. (b) Seller In the event that Sellers have failed to obtain Estoppel and Consent Certificates in a form reasonably acceptable to Buyer will develop appropriate procedures for any one or more Branches (each, a “Restricted Branch”), and arrangements to provide for settlement in the event that (i) all other conditions set forth in Article 9 hereof have been satisfied or waived by Buyer and (ii) Estoppel and Consent Certificates have been obtained for at least ninety percent (90%) of checksall Branches (which must include the Branches listed on Schedule 1.3), draftsthen the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shall not by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles 9 or 10 hereunder; provided, withdrawal ordershowever, returns that (x) Buyer and other items that are drawn the Selling Entity shall at the Closing enter into a License Agreement in substantially the form attached to Exhibit F hereto with respect to the Restricted Branches (the “License Agreement”), and (y) a portion of the Cash Consideration equal to $500,000 for each Restricted Branch (the “Branch Holdback”) shall be paid to the Escrow Agent to be held and disbursed upon the terms set forth in a Supplemental Escrow Agreement in substantially the form attached as Exhibit G hereto (the “Supplemental Escrow Agreement”). (i) Subject to the terms of the Supplemental Escrow Agreement, on or chargeable against before the Deposits date that is one hundred eighty (180) days after the Closing (the “Determination Date. Seller will cooperate ”), if the Buyer receives an Estoppel and Consent Certificate for any Restricted Branch, the Branch Holdback for such Restricted Branch (together with Buyer any earnings on such amount) shall be paid by the Escrow Agent to the Selling Entity within three (3) business days of Buyer’s receipt of such Estoppel and take all reasonable steps Consent Certificate, and the Selling Entity shall thereafter deliver any assignment document reasonably requested by Buyer to ensure thatevidence the assignment to Buyer of the Unexpired Lease for such Restricted Branch. If on the Determination Date there are any Restricted Branches for which Buyer has not received an Estoppel and Consent Certificate (such Branches being referred to as “Remaining Branches”), Buyer will deliver to the Selling Entity, within three (3) business days after Determination Date, a written notice that states for each Remaining Branch whether Buyer desires to continue to own and operate the Remaining Branch or to terminate its ownership and operation of such Remaining Branch (a “Determination Notice”). (ii) With respect to any Remaining Branch that Buyer has determined to continue to own and operate (an “Assumed Branch”), the Branch Holdback for such Remaining Branch (together with any earnings on such amount) shall be delivered by the Escrow Agent to the Selling Entity simultaneous with the delivery of the Determination Notice. Subject to the first two sentences of Section 1.3(a), Buyer shall be deemed to have assumed all executory obligations arising on and after the Closing DateDate under the Unexpired Lease for any Assumed Branch, each item drawn against a Deposit and encoded such obligations shall be deemed to be Assumed Liabilities for presentment purposes of this Agreement, and the risk of failure to Seller or obtain the Estoppel and Consent Certificate shall be borne by Buyer, with Buyer receiving credit for any payments made under the License Agreement. With respect to any bank Remaining Branch that Buyer has determined not continue owning and operating (a “Terminated Branch”), the Branch Holdback (together with any earnings on such amount) for the account of Seller is such Remaining Branch shall be delivered to Buyer. Additionally, Section 4.4(b) of this Agreement shall apply to the operation of any Assumed Branch by Buyer in a timely manner from and in accordance with applicable law and clearing house rule or agreementafter the Closing Date. (ciii) With respect to any Terminated Branch, Buyer will pay in accordance shall be deemed not to assume the Unexpired Lease with law respect thereto (regardless of whether an Estoppel and customary banking practices Consent Certificate is thereafter received) and all properly drawn obligations under and presented checksliabilities related to such Unexpired Lease, drafts and withdrawal orders presented to Buyer drawn on whether they arise before or after the Deposits by means Closing, shall be deemed an Excluded Liability for purposes of checks, drafts or withdrawal order forms provided by Sellerthis Agreement, and in all other respects discharge, in the usual course of the banking business, the duties and obligations of Seller Buyer’s only obligation with respect to the Deposits. Terminated Branch shall be Buyer’s obligations to the Selling Entity under the License Agreement. Additionally, within fifteen (d15) calendar days after the delivery of the Determination Notice indicating that a Remaining Branch shall be deemed a Terminated Branch, Buyer will shall (i) cease operations at the Terminated Branch, (ii) remove any and all improvements from the Terminated Branch made by Buyer after the Closing Date at Buyer’s sole cost and expense, (iii) deliver all keys for the Terminated Branches to the Selling Entity, and (iv) execute such documents as may be reasonably requested by the Selling Entity to evidence and/or confirm the termination of the right by Buyer to occupy the premises of the Terminated Branch. Only with respect to up to four (4) Terminated Branches, in the event that on or before the third (3rd) anniversary of the Closing Date, if Buyer opens for business any branch location that is located within a radius of three (3) miles of the Terminated Branch and engages in the same or substantially same business as the Terminated Branch at such location (a “Replacement Branch”), then the Buyer shall, within three (3) business days of the date on which the Replacement Branch opens for business to the general public, pay promptly to Seller Selling Entity an amount equal to the amount Branch Holdback for such Terminated Branch less the actual costs and direct expenses incurred by Buyer in developing, constructing, building out, and opening such Replacement Branch, excluding any allocation of corporate overhead or management fees (or similar expenses) payable to any checks, drafts, withdrawal orders and/or other items in Affiliate of Buyer. Sellers acknowledge that the process provisions of collection as Section 2.6(b) of the Effective Time credited this Agreement shall restrict Sellers from operating a Competing Business at any Terminated Branch or from selling any assets relating to the Deposits on or before the Closing Date which are returned Terminated Branch to Seller or to Buyer after the Closing Date. Upon receipt of payment from Buyer, Seller will promptly assign to Buyer any item so received by Seller. (e) Seller will remit promptly to Buyer all payments on Loans, all amounts intended as Deposits and any other amounts properly payable to Buyer rather than Seller as person or entity owning or operating a result of the transactions contemplated hereby which may be received by Seller after the Effective TimeCompeting Business. (f) For a period of twelve (12) months following the Closing Date, upon request either to Seller or Buyer from any state or the federal government to reclaim funds relating to forged or improperly credited or issued social security, unemployment, welfare or similar checks credited by Seller to a Deposit account before the Effective Time, Buyer hereby will honor such request, but only to the extent of the balance in the relevant account at the date of such request. Buyer will assign to Seller all right, title and interest in any such check returned to it by any such governmental entity and Seller will remain liable for any deficiency still owing.