Common use of Certain Transitional Matters Clause in Contracts

Certain Transitional Matters. A. In order to reduce the continuing charges to Seller through the check clearing system of the banking industry which will result from check forms of Seller being used after the Effective Date by depositors or holders of the Core Deposits, Purchaser, at its cost and expense, on or prior to the Effective Date, shall prepare and mail to each depositor or other holder of a Core Deposit, as appropriate: (i) a letter prepared by Purchaser and reasonably acceptable to Seller notifying each such depositor or account holder of the transfer of his or her account pursuant to this Agreement and requesting where appropriate that upon the receipt of the enclosed temporary checks or withdrawal forms such depositor or holder cease writing checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) against any such account, and that such depositor or holder immediately destroy unused checks and withdrawal orders of Seller; (ii) and as appropriate, signature cards and checks and withdrawal order forms of Purchaser with instructions to utilize the checks or withdrawal orders of Purchaser from the Effective Date forward. Seller shall co-operate with Purchaser in accomplishing this customer notification. B. On or before the Effective Date, Seller and Purchaser shall cooperate and shall take all such action as is necessary to arrange for the direct routing to Purchaser through the check clearing system of the banking industry, effective immediately after the Effective Date, of all checks, drafts and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) and relating to the Core Deposits. In the event that within 60 days after the Effective Date, Seller shall receive any such checks, drafts or withdrawal orders through the check clearing system of the banking industry, Seller shall immediately forward to Purchaser or Purchaser's agent, at the cost and expense of Purchaser, by courier service, overnight delivery service, or such other means as Purchaser shall reasonably request, all such checks, drafts, and withdrawal orders for processing by Purchaser. C. Following the Effective Date, Purchaser agrees to pay in accordance with the law and customary banking practices all properly payable checks, drafts and withdrawal orders or proper withdrawals effected through a shared automated teller system of which Seller is a participant, which are presented to Purchaser by mail, over the counter, through the check clearing system of the banking industry, and/or in the manner set forth herein, by depositors or holders of the Core Deposits, whether drawn on the checks, drafts, withdrawal order forms or automated teller machine cards provided by Seller or by Purchaser, and in all other respects, to discharge after the Effective Date, in the usual course of the banking business, all duties and obligations with respect to the balances due and owing to the depositors or holders of the Core Deposits. D. If, instead of accepting the obligation of Purchaser to pay the Core Deposits assumed by Purchaser pursuant to this Agreement, any such depositors or holders shall demand payment from Seller for all or any part of such assumed Core Deposits, Seller shall refer all such depositors or holders to Purchaser in the manner and with such instructions, if any, as shall be hereafter established by Seller and Purchaser, and Purchaser shall thereupon be responsible for making such payment (if still demanded) to such depositor or holder. If, after the Effective Date, any of such depositors or holders shall present to Seller, whether in person, by mail, or otherwise, a check, draft or withdrawal order drawn against any of the Core Deposits, Seller shall refer such depositor or holder, or deliver such check, draft or withdrawal order, to Purchaser as set forth above. Purchaser shall pay all such properly payable checks, drafts and withdrawal orders as set forth above and shall promptly reimburse Seller for all expenses paid and charges incurred, if any, by Seller with respect to all such properly drawn checks, drafts and withdrawal orders. E. Seller shall provide all information and take all steps required to be taken by it that are reasonably necessary for Purchaser to effect the transfer of any direct deposit arrangement affecting any of the Core Deposits and shall pay to Purchaser, within the applicable midnight deadline, any funds received by Seller which are intended to be credited to any of the Core Deposits. Purchaser shall use its best efforts to complete all actions necessary to effect the transfer of such direct deposit arrangements within 30 days of the Effective Date. Seller shall have the right to return to the payor any direct deposit item received by it subsequent to 90 days after the Effective Date or such other time period as Purchaser and Seller may mutually agree upon. F. Seller shall cooperate with Purchaser and use its best efforts to assist in the transfer to Purchaser of the Core Deposits and shall take all reasonable actions necessary to accomplish such transfer, including but not limited to the provision of any required notices to customers with respect to the Core Deposits. Seller shall supply Purchaser with such information and records in its possession and control relating to the Core Deposits as Purchaser may reasonably request, including, but not limited to, periodic portfolio reports and computer tapes setting forth current account information in machine-readable format and any information required for inclusion in all applications to regulatory authorities necessary to consummate the transactions contemplated by this Agreement G. Prior to Effective Date, Purchaser shall designate a successor trustee, which may be Purchaser ("Successor Trustee"), as to any ▇▇▇ account constituting a Core Deposit. Both parties will cooperate with the Successor Trustee. Seller will transfer the trusteeship of all such ▇▇▇ accounts to the Successor Trustee on the Effective Date, subject to the Successor Trustee's written acceptance of its duties as Successor Trustee in form and substance acceptable to Seller. H. Promptly after the execution of this Agreement, Seller will deliver to Purchaser a list of holds, cautions and levies that have been placed by Seller on particular accounts or on individual checks, drafts, or other instruments, specifically describing such holds, cautions and levies. Purchaser shall not be obligated to accept or purchase any Core Deposits which are subject thereto, but shall identify any such rejected Core Deposits prior to the expiration of the Due Diligence Period. Such listed holds, cautions and levies will be continued by Purchaser under the same terms to the extent practicable or required by law. I. Subsequent to regulatory approval of the transaction proposed hereunder, Seller will notify its affected customers by letter, in a form mutually agreeable to Seller and Purchaser, of the pending assignment of Seller's Core Deposits to Purchaser, which notice shall be at Seller's cost and expense. J. Purchaser agrees to indemnify Seller against liabilities Seller incurs with respect to any checks, drafts or withdrawal orders credited to a Core Deposit as of the Effective Date which are returned to Seller after the Effective Date, provided Seller, within the applicable midnight deadline, notifies Purchaser of any such returns and complies with Purchaser's reasonable instructions with respect to such items. This indemnity shall not apply to any acts or omissions of Seller which are (i) not pursuant to Purchaser's reasonable instructions and (ii) not in compliance with Seller's or Purchaser's responsibilities under applicable law or regulation.

Certain Transitional Matters. A. Following the Effective Date -------------------------------------------------------------- (a) The Purchaser agrees to honor in accordance with law, up to the collected amount on deposit (and any other funds available by reason of any agreement between the depositor and the Purchaser), all properly drawn and presented checks, drafts, electronic debits and credits and withdrawal orders presented to the Purchaser by mail, over its counters, throughout the check clearing system, and Automated Clearing House of the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or draft forms provided by the Seller, or by the Purchaser, and all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors whose accounts are assumed by the Purchaser. The Purchaser's obligation under this Section to honor checks, withdrawal, draft forms and electronic debits and credits provided by the seller and carrying its imprint shall expire at the close of business on the 90th business day following the effective date or a date mutually agreeable to both parties. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities assumed, shall demand payment from the Seller for all or any part of any such assumed Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. Instead, the Seller may, at its discretion, assume custody of the check or other item presented for payment, including electronic items, on an account which has been transferred with the Branches, batch such items and send them to the purchaser by fax and by mail within one day after receipt thereof by the Seller. The Seller shall not, at any time, be liable or responsible for making payment on such items by reason of its obtaining custody of them for transmittal to the Purchaser. In order to reduce the continuing charges to the Seller through the check clearing system of the banking industry which will result from check forms of the Seller being used after the Effective Date by the depositors or holders of whose accounts are assumed, the Core Deposits, PurchaserPurchaser agrees, at its cost and expense, on or immediately after (and in no event without the express written consent of the Seller, if prior to) the Effective Date, to notify depositors of the Purchaser's assumption of Deposit Liabilities and, at its sole cost and expense and without cost to depositors, to furnish each depositor of an assumed account with not less than fifty (50) checks on the forms of the Purchaser, with instructions to utilize the Purchaser's checks and to destroy unused checks of the Seller as of the Effective Date. Purchaser will send Seller a copy of notification letters forwarded to depositors by the Purchaser. The Seller hereby agrees that after the 90th business day following the effective date or a date mutually agreeable to both parties, it shall, with respect to the Branches, at its sole option, either: (1) return such check or other item with reference to the maker thereof; or (2) assume custody thereof, batch the same and make it available to the Purchaser for pick-up in the manner aforesaid and telephone the Purchaser of the availability of the same for pick-up prior to 10:30 a.m. of the next banking day after receipt. 8 (c) The Purchaser agrees, no later than the start of the second business day after demand by the Seller, to pay the Seller an amount equivalent to the amount of any uncollected item included in a depositor's balance on the Effective Date which is returned after the Effective Date as not collected. The Purchaser shall be required to make such payment for an item only up to the amount on deposit with the Purchaser at the time the Seller makes the demand aforesaid. (d) The Purchaser shall timely forward to Seller any mail, facsimile or other correspondence, received at any of the Branches after the Effective Date, that is (i) addressed to Seller, or (ii) addressed to Purchaser but relating to an obligation of Seller that originated prior to the Effective Date. (e) The Purchaser acknowledges that the customers set forth on Exhibit G (the "Equity Loan Customers"), attached hereto and made a part hereof, maintain with Seller (i) home equity loans and (ii) checking accounts. Seller has granted the Equity Loan Customers preferred home equity loan interest rates ("Preferred Rates") in exchange for the right to collect home equity loan payments via a direct reduction of the Equity Loan Customers' checking accounts. Seller agrees to continue to offer the Preferred Rate to the Equity Loan Customers for so long as the Purchaser shall electronically transfer the monthly payments from the Equity Loan Customers' accounts to Seller via the Automated Clearing House System. (f) Adjustments after the Effective Date shall be made daily as may be required. Such adjustments shall be by wire transfer. (g) Approximately ten (10) days prior to the Effective Date, shall prepare and mail to each depositor or other holder of a Core Deposit, as appropriate: (i) a letter prepared by Purchaser and reasonably acceptable to Seller notifying each such depositor or account holder of the transfer of his or her account pursuant to this Agreement and requesting where appropriate that upon the receipt of the enclosed temporary checks or withdrawal forms such depositor or holder cease writing checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) against any such account, and that such depositor or holder immediately destroy unused checks and withdrawal orders of Seller; (ii) and as appropriate, signature cards and checks and withdrawal order forms of Purchaser with instructions to utilize the checks or withdrawal orders of Purchaser from the Effective Date forward. Seller shall co-operate with Purchaser in accomplishing this customer notification. B. On or before the Effective Date, Seller and Purchaser shall cooperate and shall take all such action as is necessary to arrange for the direct routing to Purchaser through the check clearing system of the banking industry, effective immediately after the Effective Date, of all checks, drafts and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) and relating to the Core Deposits. In the event that within 60 days after the Effective Date, Seller shall receive any such checks, drafts or withdrawal orders through the check clearing system of the banking industry, Seller shall immediately forward to Purchaser or Purchaser's agent, at the cost and expense of Purchaser, by courier service, overnight delivery service, or such other means as Purchaser shall reasonably request, all such checks, drafts, and withdrawal orders for processing by Purchaser. C. Following the Effective Date, Purchaser agrees to pay in accordance with the law and customary banking practices all properly payable checks, drafts and withdrawal orders or proper withdrawals effected through a shared automated teller system of which Seller is a participant, which are presented to Purchaser by mail, over the counter, through the check clearing system of the banking industry, and/or in the manner set forth herein, by depositors or notify holders of the Core Deposits, whether drawn on the checks, drafts, withdrawal order forms or automated teller machine ATM cards provided by Seller or by Purchaser, and in that all other respects, to discharge after the Effective Date, in the usual course of the banking business, all duties and obligations with respect to the balances due and owing to the depositors or holders of the Core Deposits. D. If, instead of accepting the obligation of Purchaser to pay the Core Deposits assumed by Purchaser pursuant to this Agreement, any such depositors or holders shall demand payment from Seller for all or any part of such assumed Core Deposits, Seller shall refer all such depositors or holders to Purchaser in the manner and with such instructions, if any, ATM cards will be void as shall be hereafter established by Seller and Purchaser, and Purchaser shall thereupon be responsible for making such payment (if still demanded) to such depositor or holder. If, after the Effective Date, any of such depositors or holders shall present to Seller, whether in person, by mail, or otherwise, a check, draft or withdrawal order drawn against any of the Core Deposits, Seller shall refer such depositor or holder, or deliver such check, draft or withdrawal order, to Purchaser as set forth above. Purchaser shall pay all such properly payable checks, drafts and withdrawal orders as set forth above and shall promptly reimburse Seller for all expenses paid and charges incurred, if any, by Seller with respect to all such properly drawn checks, drafts and withdrawal orders. E. Seller shall provide all information and take all steps required to be taken by it that are reasonably necessary for Purchaser to effect the transfer of any direct deposit arrangement affecting any of the Core Deposits and shall pay to Purchaser, within the applicable midnight deadline, any funds received by Seller which are intended to be credited to any of the Core Deposits. Purchaser shall use its best efforts to complete all actions necessary to effect the transfer of such direct deposit arrangements within 30 days of the Effective Date. Seller shall have the right to return to the payor any direct deposit item received by it subsequent to 90 days after the Effective Date or such other time period as Purchaser and Seller may mutually agree upon. F. Seller shall cooperate with Purchaser and use its best efforts to assist in the transfer to Purchaser of the Core Deposits and shall take all reasonable actions necessary to accomplish such transfer, including but not limited to the provision of any required notices to customers with respect to the Core Deposits. Seller shall supply Purchaser with such information and records in its possession and control relating to the Core Deposits as Purchaser may reasonably request, including, but not limited to, periodic portfolio reports and computer tapes setting forth current account information in machine-readable format and any information required for inclusion in all applications to regulatory authorities necessary to consummate the transactions contemplated by this Agreement G. Prior to Effective Date, Purchaser shall designate a successor trustee, which may be Purchaser ("Successor Trustee"), as to any ▇▇▇ account constituting a Core Deposit. Both parties will cooperate with the Successor Trustee. Seller will transfer the trusteeship of all such ▇▇▇ accounts to the Successor Trustee on the Effective Date, subject to the Successor Trustee's written acceptance of its duties as Successor Trustee in form and substance acceptable to Seller. H. Promptly after the execution of this Agreement, Seller will deliver to Purchaser a list of holds, cautions and levies that have been placed by Seller on particular accounts or on individual checks, drafts, or other instruments, specifically describing such holds, cautions and levies. Purchaser shall not be obligated to accept or purchase any Core Deposits which are subject thereto, but shall identify any such rejected Core Deposits prior to the expiration of the Due Diligence Period. Such listed holds, cautions and levies will be continued by Purchaser under the same terms to the extent practicable or required by law. I. Subsequent to regulatory approval of the transaction proposed hereunder, Seller will notify its affected customers by letter, in a form mutually agreeable to Seller and Purchaser, of the pending assignment of Seller's Core Deposits to Purchaser, which notice shall be at Seller's cost and expense. J. Purchaser agrees to indemnify Seller against liabilities Seller incurs with respect to any checks, drafts or withdrawal orders credited to a Core Deposit as of the Effective Date which are returned to Seller after the Effective Date, provided Seller, within the applicable midnight deadline, notifies Purchaser of any such returns and complies with Purchaser's reasonable instructions with respect to such items. This indemnity shall not apply to any acts or omissions of Seller which are (i) not pursuant to Purchaser's reasonable instructions and (ii) not in compliance with Seller's or Purchaser's responsibilities under applicable law or regulation.

Certain Transitional Matters. A. Following the Effective Date: (a) Purchaser agrees to pay in accordance with law all properly drawn and presented checks, drafts, and withdrawal orders presented to Purchaser by mail, over its counters or through the check clearing system of the banking industry, by depositors of the deposit accounts assumed by Purchaser hereunder, whether drawn on the checks, withdrawal, or draft forms provided by the Company or by Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Company with respect to the balances due and owing to the depositors whose accounts are assumed by Purchaser hereunder. The Purchaser’s obligation under this Section 1.5(a) to honor checks, withdrawal, or draft forms provided by the Company and carrying its imprint shall expire at the close of business on the 45th business day following the Effective Date. (b) If any of such depositors, instead of accepting the obligation of Purchaser to pay the deposit liabilities assumed, shall demand payment from the Company for all or any part of any such assumed deposit liabilities, the Company shall not be liable or responsible for making such payment. Instead, the Company may, at its discretion, assume custody of the check or other item presented for payment on an account which has been transferred to Purchaser, batch such items and forward them to the Purchaser at such locations as the Purchaser may direct in writing. The Company shall not, at any time, be liable or responsible for making payment on such items by reason of its obtaining custody of them for transmittal to the Purchaser. In order to reduce the continuing charges to Seller the Company through the check clearing system of the banking industry which will result from check forms of Seller the Company being used after the Effective Date by the depositors or holders of the Core Depositswhose accounts are assumed, PurchaserPurchaser agrees, at its cost and expense, on or prior to the Effective Date, shall prepare and mail to each depositor or other holder of a Core Deposit, as appropriate: (i) a letter prepared by Purchaser and soon as reasonably acceptable to Seller notifying each such depositor or account holder of the transfer of his or her account pursuant to this Agreement and requesting where appropriate that upon the receipt of the enclosed temporary checks or withdrawal forms such depositor or holder cease writing checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) against any such account, and that such depositor or holder immediately destroy unused checks and withdrawal orders of Seller; (ii) and as appropriate, signature cards and checks and withdrawal order forms of Purchaser with instructions to utilize the checks or withdrawal orders of Purchaser from the Effective Date forward. Seller shall co-operate with Purchaser in accomplishing this customer notification. B. On or before the Effective Date, Seller and Purchaser shall cooperate and shall take all such action as is necessary to arrange for the direct routing to Purchaser through the check clearing system of the banking industry, effective immediately possible after the Effective Date, to notify depositors of all checks, drafts the Purchaser’s assumption of deposit liabilities in writing in a form to be drafted by Purchaser and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) and relating reasonably satisfactory to the Core Deposits. In Company, and to furnish each depositor of an assumed account with checks on the event that within 60 days after the Effective Date, Seller shall receive any such checks, drafts or withdrawal orders through the check clearing system of the banking industry, Seller shall immediately forward to Purchaser or Purchaser's agent, at the cost and expense forms of Purchaser, by courier service, overnight delivery service, or such other means as Purchaser shall reasonably request, all such checks, drafts, with instructions to utilize Purchaser’s checks and withdrawal orders for processing by Purchaser. C. Following the Effective Date, Purchaser agrees to pay in accordance with the law and customary banking practices all properly payable checks, drafts and withdrawal orders or proper withdrawals effected through a shared automated teller system of which Seller is a participant, which are presented to Purchaser by mail, over the counter, through the check clearing system destroy unused checks of the banking industry, and/or in the manner set forth herein, by depositors or holders of the Core Deposits, whether drawn on the checks, drafts, withdrawal order forms or automated teller machine cards provided by Seller or by Purchaser, and in all other respects, to discharge after the Effective Date, in the usual course of the banking business, all duties and obligations with respect to the balances due and owing to the depositors or holders of the Core Deposits. D. If, instead of accepting the obligation of Purchaser to pay the Core Deposits assumed by Purchaser pursuant to this Agreement, any such depositors or holders shall demand payment from Seller for all or any part of such assumed Core Deposits, Seller shall refer all such depositors or holders to Purchaser in the manner and with such instructions, if any, Company as shall be hereafter established by Seller and Purchaser, and Purchaser shall thereupon be responsible for making such payment (if still demanded) to such depositor or holder. If, after the Effective Date, any of such depositors or holders shall present to Seller, whether in person, by mail, or otherwise, a check, draft or withdrawal order drawn against any of the Core Deposits, Seller shall refer such depositor or holder, or deliver such check, draft or withdrawal order, to Purchaser as set forth above. Purchaser shall pay all such properly payable checks, drafts and withdrawal orders as set forth above and shall promptly reimburse Seller for all expenses paid and charges incurred, if any, by Seller with respect to all such properly drawn checks, drafts and withdrawal orders. E. Seller shall provide all information and take all steps required to be taken by it that are reasonably necessary for Purchaser to effect the transfer of any direct deposit arrangement affecting any of the Core Deposits and shall pay to Purchaser, within the applicable midnight deadline, any funds received by Seller which are intended to be credited to any of the Core Deposits. Purchaser shall use its best efforts to complete all actions necessary to effect the transfer of such direct deposit arrangements within 30 days of the Effective Date. Seller shall have . (c) Purchaser agrees, no later than the right start of the second business day after demand by the Company, to return pay the Company an amount equivalent to the payor amount of any direct deposit uncollected item received by it subsequent to 90 days included in a depositor’s balance on the Effective Date which is returned after the Effective Date or such other time period as Purchaser and Seller may mutually agree upon. F. Seller shall cooperate with Purchaser and use its best efforts to assist in the transfer to Purchaser of the Core Deposits and shall take all reasonable actions necessary to accomplish such transfer, including but not limited to the provision of any required notices to customers with respect to the Core Deposits. Seller shall supply Purchaser with such information and records in its possession and control relating to the Core Deposits as Purchaser may reasonably request, including, but not limited to, periodic portfolio reports and computer tapes setting forth current account information in machine-readable format and any information required for inclusion in all applications to regulatory authorities necessary to consummate the transactions contemplated by this Agreement G. Prior to Effective Date, Purchaser shall designate a successor trustee, which may be Purchaser ("Successor Trustee"), as to any ▇▇▇ account constituting a Core Deposit. Both parties will cooperate with the Successor Trustee. Seller will transfer the trusteeship of all such ▇▇▇ accounts to the Successor Trustee on the Effective Date, subject to the Successor Trustee's written acceptance of its duties as Successor Trustee in form and substance acceptable to Seller. H. Promptly after the execution of this Agreement, Seller will deliver to Purchaser a list of holds, cautions and levies that have been placed by Seller on particular accounts or on individual checks, drafts, or other instruments, specifically describing such holds, cautions and leviescollected. Purchaser shall not be obligated required to accept or purchase any Core Deposits which are subject thereto, but shall identify any make such rejected Core Deposits prior payment for an item only up to the expiration of amount on deposit with the Due Diligence Period. Such listed holds, cautions and levies will be continued by Purchaser under at the same terms to time the extent practicable or required by lawCompany makes the demand aforesaid. I. Subsequent to regulatory approval of the transaction proposed hereunder, Seller will notify its affected customers by letter, in a form mutually agreeable to Seller and Purchaser, of the pending assignment of Seller's Core Deposits to Purchaser, which notice shall be at Seller's cost and expense. J. Purchaser agrees to indemnify Seller against liabilities Seller incurs with respect to any checks, drafts or withdrawal orders credited to a Core Deposit as of the Effective Date which are returned to Seller after the Effective Date, provided Seller, within the applicable midnight deadline, notifies Purchaser of any such returns and complies with Purchaser's reasonable instructions with respect to such items. This indemnity shall not apply to any acts or omissions of Seller which are (i) not pursuant to Purchaser's reasonable instructions and (ii) not in compliance with Seller's or Purchaser's responsibilities under applicable law or regulation.

Certain Transitional Matters. A. Following the Effective Date: (a) Purchaser agrees to pay in accordance with law all properly drawn and presented checks, drafts, and withdrawal orders presented to Purchaser by mail, over its counters or through the check clearing system of the banking industry, by depositors of the deposit accounts assumed by Purchaser hereunder, whether drawn on the checks, withdrawal, or draft forms provided by the Company or by Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Company with respect to the balances due and owing to the depositors whose accounts are assumed by Purchaser hereunder. The Purchaser's obligation under this Section 1.5(a) to honor checks, withdrawal, or draft forms provided by the Company and carrying its imprint shall expire at the close of business on the 45th business day following the Effective Date. (b) If any of such depositors, instead of accepting the obligation of Purchaser to pay the deposit liabilities assumed, shall demand payment from the Company for all or any part of any such assumed deposit liabilities, the Company shall not be liable or responsible for making such payment. Instead, the Company may, at its discretion, assume custody of the check or other item presented for payment on an account which has been transferred to Purchaser, batch such items and forward them to the Purchaser at such locations as the Purchaser may direct in writing. The Company shall not, at any time, be liable or responsible for making payment on such items by reason of its obtaining custody of them for transmittal to the Purchaser. In order to reduce the continuing charges to Seller the Company through the check clearing system of the banking industry which will result from check forms of Seller the Company being used after the Effective Date by the depositors or holders of the Core Depositswhose accounts are assumed, PurchaserPurchaser agrees, at its cost and expense, on or prior to the Effective Date, shall prepare and mail to each depositor or other holder of a Core Deposit, as appropriate: (i) a letter prepared by Purchaser and soon as reasonably acceptable to Seller notifying each such depositor or account holder of the transfer of his or her account pursuant to this Agreement and requesting where appropriate that upon the receipt of the enclosed temporary checks or withdrawal forms such depositor or holder cease writing checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) against any such account, and that such depositor or holder immediately destroy unused checks and withdrawal orders of Seller; (ii) and as appropriate, signature cards and checks and withdrawal order forms of Purchaser with instructions to utilize the checks or withdrawal orders of Purchaser from the Effective Date forward. Seller shall co-operate with Purchaser in accomplishing this customer notification. B. On or before the Effective Date, Seller and Purchaser shall cooperate and shall take all such action as is necessary to arrange for the direct routing to Purchaser through the check clearing system of the banking industry, effective immediately possible after the Effective Date, to notify depositors of all checks, drafts the Purchaser's assumption of deposit liabilities in writing in a form to be drafted by Purchaser and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) and relating reasonably satisfactory to the Core Deposits. In Company, and to furnish each depositor of an assumed account with checks on the event that within 60 days after the Effective Date, Seller shall receive any such checks, drafts or withdrawal orders through the check clearing system of the banking industry, Seller shall immediately forward to Purchaser or Purchaser's agent, at the cost and expense forms of Purchaser, by courier service, overnight delivery service, or such other means as Purchaser shall reasonably request, all such checks, drafts, with instructions to utilize Purchaser's checks and withdrawal orders for processing by Purchaser. C. Following the Effective Date, Purchaser agrees to pay in accordance with the law and customary banking practices all properly payable checks, drafts and withdrawal orders or proper withdrawals effected through a shared automated teller system of which Seller is a participant, which are presented to Purchaser by mail, over the counter, through the check clearing system destroy unused checks of the banking industry, and/or in the manner set forth herein, by depositors or holders of the Core Deposits, whether drawn on the checks, drafts, withdrawal order forms or automated teller machine cards provided by Seller or by Purchaser, and in all other respects, to discharge after the Effective Date, in the usual course of the banking business, all duties and obligations with respect to the balances due and owing to the depositors or holders of the Core Deposits. D. If, instead of accepting the obligation of Purchaser to pay the Core Deposits assumed by Purchaser pursuant to this Agreement, any such depositors or holders shall demand payment from Seller for all or any part of such assumed Core Deposits, Seller shall refer all such depositors or holders to Purchaser in the manner and with such instructions, if any, Company as shall be hereafter established by Seller and Purchaser, and Purchaser shall thereupon be responsible for making such payment (if still demanded) to such depositor or holder. If, after the Effective Date, any of such depositors or holders shall present to Seller, whether in person, by mail, or otherwise, a check, draft or withdrawal order drawn against any of the Core Deposits, Seller shall refer such depositor or holder, or deliver such check, draft or withdrawal order, to Purchaser as set forth above. Purchaser shall pay all such properly payable checks, drafts and withdrawal orders as set forth above and shall promptly reimburse Seller for all expenses paid and charges incurred, if any, by Seller with respect to all such properly drawn checks, drafts and withdrawal orders. E. Seller shall provide all information and take all steps required to be taken by it that are reasonably necessary for Purchaser to effect the transfer of any direct deposit arrangement affecting any of the Core Deposits and shall pay to Purchaser, within the applicable midnight deadline, any funds received by Seller which are intended to be credited to any of the Core Deposits. Purchaser shall use its best efforts to complete all actions necessary to effect the transfer of such direct deposit arrangements within 30 days of the Effective Date. Seller shall have . (c) Purchaser agrees, no later than the right start of the second business day after demand by the Company, to return pay the Company an amount equivalent to the payor amount of any direct deposit uncollected item received by it subsequent to 90 days included in a depositor's balance on the Effective Date which is returned after the Effective Date or such other time period as Purchaser and Seller may mutually agree upon. F. Seller shall cooperate with Purchaser and use its best efforts to assist in the transfer to Purchaser of the Core Deposits and shall take all reasonable actions necessary to accomplish such transfer, including but not limited to the provision of any required notices to customers with respect to the Core Deposits. Seller shall supply Purchaser with such information and records in its possession and control relating to the Core Deposits as Purchaser may reasonably request, including, but not limited to, periodic portfolio reports and computer tapes setting forth current account information in machine-readable format and any information required for inclusion in all applications to regulatory authorities necessary to consummate the transactions contemplated by this Agreement G. Prior to Effective Date, Purchaser shall designate a successor trustee, which may be Purchaser ("Successor Trustee"), as to any ▇▇▇ account constituting a Core Deposit. Both parties will cooperate with the Successor Trustee. Seller will transfer the trusteeship of all such ▇▇▇ accounts to the Successor Trustee on the Effective Date, subject to the Successor Trustee's written acceptance of its duties as Successor Trustee in form and substance acceptable to Seller. H. Promptly after the execution of this Agreement, Seller will deliver to Purchaser a list of holds, cautions and levies that have been placed by Seller on particular accounts or on individual checks, drafts, or other instruments, specifically describing such holds, cautions and leviescollected. Purchaser shall not be obligated required to accept or purchase any Core Deposits which are subject thereto, but shall identify any make such rejected Core Deposits prior payment for an item only up to the expiration of amount on deposit with the Due Diligence Period. Such listed holds, cautions and levies will be continued by Purchaser under at the same terms to time the extent practicable or required by lawCompany makes the demand aforesaid. I. Subsequent to regulatory approval of the transaction proposed hereunder, Seller will notify its affected customers by letter, in a form mutually agreeable to Seller and Purchaser, of the pending assignment of Seller's Core Deposits to Purchaser, which notice shall be at Seller's cost and expense. J. Purchaser agrees to indemnify Seller against liabilities Seller incurs with respect to any checks, drafts or withdrawal orders credited to a Core Deposit as of the Effective Date which are returned to Seller after the Effective Date, provided Seller, within the applicable midnight deadline, notifies Purchaser of any such returns and complies with Purchaser's reasonable instructions with respect to such items. This indemnity shall not apply to any acts or omissions of Seller which are (i) not pursuant to Purchaser's reasonable instructions and (ii) not in compliance with Seller's or Purchaser's responsibilities under applicable law or regulation.

Certain Transitional Matters. A. In order to reduce the continuing charges to Seller through the check clearing system of the banking industry which will result from check forms of Seller being used after the Effective Date by depositors or holders of the Core Deposits, Purchaser(a) Buyer shall, at its cost and expense, notify the Depositors on or prior to before the Effective Date, shall prepare and mail to each depositor or other holder Closing Date of a Core Deposit, as appropriate: (i) a letter prepared by Purchaser and reasonably acceptable to Seller notifying each such depositor or account holder Buyer's pending assumption of the transfer of his or her account pursuant to this Agreement Deposits and requesting where furnish each appropriate that upon Depositor with checks on the receipt of the enclosed temporary checks or withdrawal forms such depositor or holder cease writing checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) against any such account, and that such depositor or holder immediately destroy unused checks and withdrawal orders of Seller; (ii) and as appropriate, signature cards and checks and withdrawal order forms of Purchaser Buyer and with instructions to utilize Buyer's checks and to destroy unused checks of Seller after the checks or withdrawal orders of Purchaser from the Effective Date forward. Seller shall co-operate with Purchaser in accomplishing this customer notificationClosing Date. B. On or before (b) For sixty (60) days following the Effective Closing Date, Seller and Purchaser Buyer shall cooperate and shall take all such action as is necessary to arrange for the direct routing to Purchaser through the check clearing system of the banking industry, effective immediately after the Effective Date, of all checks, drafts and withdrawal orders on forms provided by the Seller and carrying its imprint (including name and transit routing number) and relating to the Core Deposits. In the event that within 60 days after the Effective Date, Seller shall receive any such checks, drafts or withdrawal orders through the check clearing system of the banking industry, Seller shall immediately forward to Purchaser or Purchaser's agent, at the cost and expense of Purchaser, by courier service, overnight delivery service, or such other means as Purchaser shall reasonably request, all such checks, drafts, and withdrawal orders for processing by Purchaser. C. Following the Effective Date, Purchaser agrees to pay in accordance with the law and customary banking practices all properly payable drawn and presented checks, drafts and withdrawal orders or proper withdrawals effected through a shared automated teller system of which Seller is a participant, which are presented to Purchaser by mail, over the counter, through the check clearing system of the banking industry, and/or in the manner set forth herein, by depositors or holders of the Core Deposits, whether Buyer drawn on the Deposits by means of checks, drafts, drafts or withdrawal order forms or automated teller machine cards provided by Seller or by PurchaserSeller, and in all other respects, to discharge after the Effective Daterespects discharge, in the usual course of the banking business, all the duties and obligations of Seller with respect to the balances due and owing to the depositors or holders of the Core Deposits. D. If, instead of accepting (c) Prior to the obligation of Purchaser to pay the Core Deposits assumed by Purchaser pursuant to this Agreement, any such depositors or holders shall demand payment from Seller for all or any part of such assumed Core DepositsClosing Date, Seller shall refer all such depositors or holders and Buyer will develop appropriate procedures and arrangements to Purchaser in the manner and with such instructions, if any, as shall be hereafter established provide for settlement by Seller and Purchaser, and Purchaser shall thereupon be responsible for making such payment (if still demanded) to such depositor or holder. If, after the Effective Date, any Buyer of such depositors or holders shall present to Seller, whether in person, by mail, or otherwise, a check, draft or withdrawal order drawn against any of the Core Deposits, Seller shall refer such depositor or holder, or deliver such check, draft or withdrawal order, to Purchaser as set forth above. Purchaser shall pay all such properly payable checks, drafts and withdrawal orders as set forth above and shall promptly reimburse Seller for all expenses paid and charges incurred, if any, by Seller with respect to all such properly drawn checks, drafts and withdrawal orders. E. Seller shall provide all information and take all steps required to be taken by it that are reasonably necessary for Purchaser to effect the transfer of any direct deposit arrangement affecting any of the Core Deposits and shall pay to Purchaser, within the applicable midnight deadline, any funds received by Seller which are intended to be credited to any of the Core Deposits. Purchaser shall use its best efforts to complete all actions necessary to effect the transfer of such direct deposit arrangements within 30 days of the Effective Date. Seller shall have the right to return to the payor any direct deposit item received by it subsequent to 90 days after the Effective Date or such other time period as Purchaser and Seller may mutually agree upon. F. Seller shall cooperate with Purchaser and use its best efforts to assist in the transfer to Purchaser of the Core Deposits and shall take all reasonable actions necessary to accomplish such transfer, including but not limited to the provision of any required notices to customers with respect to the Core Deposits. Seller shall supply Purchaser with such information and records in its possession and control relating to the Core Deposits as Purchaser may reasonably request, including, but not limited to, periodic portfolio reports and computer tapes setting forth current account information in machine-readable format and any information required for inclusion in all applications to regulatory authorities necessary to consummate the transactions contemplated by this Agreement G. Prior to Effective Date, Purchaser shall designate a successor trustee, which may be Purchaser ("Successor Trustee"), as to any ▇▇▇ account constituting a Core Deposit. Both parties will cooperate with the Successor Trustee. Seller will transfer the trusteeship of all such ▇▇▇ accounts to the Successor Trustee on the Effective Date, subject to the Successor Trustee's written acceptance of its duties as Successor Trustee in form and substance acceptable to Seller. H. Promptly after the execution of this Agreement, Seller will deliver to Purchaser a list of holds, cautions and levies that have been placed by Seller on particular accounts or on individual checks, drafts, withdrawal orders, returns and other items that are drawn on or other instrumentschargeable against Deposits after the Closing Date. Seller will cooperate with Buyer and take all reasonable steps requested by Buyer to ensure that, specifically describing such holdson and after the Closing Date, cautions each item drawn against a Deposit and levies. Purchaser 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. (d) Buyer shall not be obligated pay promptly to accept or purchase any Core Deposits which are subject thereto, but shall identify any such rejected Core Deposits prior Seller an amount equal to the expiration amount of the Due Diligence Period. Such listed holds, cautions and levies will be continued by Purchaser under the same terms to the extent practicable or required by law. I. Subsequent to regulatory approval of the transaction proposed hereunder, Seller will notify its affected customers by letter, in a form mutually agreeable to Seller and Purchaser, of the pending assignment of Seller's Core Deposits to Purchaser, which notice shall be at Seller's cost and expense. J. Purchaser agrees to indemnify Seller against liabilities Seller incurs with respect to any checks, drafts or drafts, withdrawal orders credited to a Core Deposit 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 shall promptly assign to Buyer any item so received by Seller. (e) Seller shall 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 DateTime. If the balance due on any Loan was reduced by Seller as a result of a payment made by check or other instrument received prior to the Effective Time, provided and such instrument is returned after the Effective Time as uncollectible, Buyer shall promptly remit to Seller an amount equal to the amount of such payment. Upon receipt of payment from Buyer, Seller shall promptly assign to Buyer all right, title and interest in such uncollected instrument. (f) Seller shall provide automated clearinghouse ("ACH") transactions received, promptly upon receipt by Seller, within to Buyer for period of ninety (90) days following the applicable midnight deadlineClosing Date. Seller shall remain liable for any ACH deposits received prior to the Closing Date that may subsequently become subject to a reclamation request. (g) Upon request after the Closing Date 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, notifies Purchaser unemployment, welfare or similar checks credited by Seller prior to the Effective Time to a Deposit, Buyer hereby agrees to honor such request, but only to the extent of the balance in the relevant account at the date of such request. Buyer shall assign to Seller all right, title and interest in any such returns check returned to it by any such governmental entity and complies with Purchaser's reasonable instructions with respect to such items. This indemnity Seller shall not apply to remain liable for any acts or omissions of Seller which are (i) not pursuant to Purchaser's reasonable instructions and (ii) not in compliance with Seller's or Purchaser's responsibilities under applicable law or regulationdeficiency still owing.