Common use of Transferred Assets Clause in Contracts

Transferred Assets. (a) As of the Effective Time, and subject to the terms and conditions set forth herein, Seller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, convey, and deliver to Purchaser, and Purchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries), possession of and any and all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets (collectively, the “TRANSFERRED ASSETS”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”).

Transferred Assets. (a) As of the Effective Time, and subject to the terms and conditions set forth herein, Seller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, convey, and deliver to Purchaser, and Purchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries), possession of and any and all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets (collectively, the “"TRANSFERRED ASSETS”"): (1) all of Seller's transferable fee simple right, title and interest in and to the real estate and the related improvements and fixtures located at (A) Seller's owned banking offices described on Schedule 2.1(a)(1)(A) (each such owned branch, an "OWNED BRANCH"), and (B) Seller's other facilities described on Schedule 2.1(a)(1)(B) (each such facility, an "OWNED OTHER FACILITY" and, together with the Owned Branches, collectively, the "REAL PROPERTY"), in each case together with all assignable real property rights and appurtenances pertaining thereto; (2) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease all leases, subleases or licenses of real property relating to (A) Seller’s 's leased banking office offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇the locations identified on Schedule 2.1(a)(2)(A) (collectively, ▇▇▇▇▇▇▇▇▇▇the "LEASED BRANCHES" and, ▇▇▇▇▇▇▇▇ (together with the “BRANCH”Owned Branches, the "BRANCHES"; and such lease leases or licenses relating to the BranchLeased Branches, collectively, the “"BRANCH LEASE”LEASES"), (B) Seller's remote site, free-standing automated teller machines ("ATMs") identified on Schedule 2.1(a)(2)(B) (such leases or licenses relating to the ATMs, the "ATM LEASES"), and (C) space in any Branches under which Seller (or one of its Affiliates) is the lessor or sublessor, as identified on Schedule 2.1(a)(2)(C) (collectively, the "TENANT LEASES" and, together with the Branch Leases and the ATM Leases, the "REAL PROPERTY LEASES"; and the premises leased under the Branch Lease (Real Property Leases, collectively, the “"LEASED PREMISES”"); (23) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(22.1(a)(3); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) all Safe Deposit Contracts; (5) those loans and purchased loan participations set forth on Schedule 2.1(a)(42.1(a)(5), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, andas each such loan may be increased, if expressly consented to in writing by Purchaserdecreased, any increaseamended, decrease, amendment, renewal renewed or extension extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(42.1(a)(5) (which, except for loans classified as single family loans for which information will be provided as of May 31, 2002, shall be as of a date not earlier than the second Business Day prior to the date hereof) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(42.1(a)(5) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(42.1(a)(5) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “"PURCHASED LOANS”"); (56) [intentionally omitted]all Overdrafts; (67) all Assumed Contracts; (7) 8) all of the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits numbers with respect to the Assumed DepositsBranches set forth on Schedule 2.1(a)(8); provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(72.1(a)(8), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) 9) all of Seller’s 's rights under the contracts and relationships giving rise to the Assumed Deposits, but excluding all contracts and relationships relating to any Deposit that is a Brokered Deposit set forth on Schedule 1.1(b) or a Brokered Deposit within the meaning of clause (a) of the definition thereof that is booked after the date hereof; (910) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (1011) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and the Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser Affiliates (including all books, records and documents contemplated by Section 2.62.7, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Branch Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (1112) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (1213) all Coins and Currency; and (1314) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b8.20(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrualLoans; (2) all real property and leasehold interests in real property, other than the Real Property and the Leased Premises; (3) Seller’s 's rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses names "Bay View," "Bay View Bank," "Bay View Commercial Finance Group," "Bay View Acceptance Corporation" and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller "EurekaBank" and any of its Subsidiaries as pertain to ownership, organization or existence predecessor banks' names and any of Seller's or Seller's predecessors' corporate logos, any records relating to the Excluded Assets or the Excluded Liabilitiestrademarks, trade names, signs, paper stock forms, and duplicate copies of other supplies containing any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewithsuch logos, trademarks, or trade names; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”).

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing, the Sellers shall (sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries to) selldelivered, assign, transfer, conveyto the Buyer, and deliver to Purchaserthe Buyer shall purchase, acquire and Purchaser shall purchase accept from Seller (or its applicable direct or indirect subsidiaries)the Sellers, possession free and clear of and any and all Liens except for Permitted Liens, all of the Sellers’ right, title and interest in, to and under the assets and properties of Seller (the Sellers primarily related to, or its applicable direct primarily used or indirect subsidiaries) primarily held for use in and to connection with, the Business, including the following assets and properties as the same shall exist as of the Closing (collectivelyall of such assets and properties being sold, conveyed, assigned, transferred or delivered are referred to herein collectively as the “TRANSFERRED ASSETSTransferred Assets”): (1i) the owned real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Owned Real Property”), and, subject to Section 2.02, all rights and benefits of the Sellers under the leases governing the leased real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Leased Real Property”), together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located thereon, including those structures, facilities and improvements listed in Section 2.01(a)(i) of the Disclosure Schedule, and all easements, licenses, rights and appurtenances related to the foregoing; (ii) all finished goods, raw materials, work in process, packaging materials, supplies and other inventories primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(ii) of the Disclosure Schedule; (iii) all personal property owned by the Sellers and their interests therein primarily related to, or primarily used or primarily held for use in connection with, the Business, including the machinery, equipment, production lines, quality control lab equipment (including microscopes), miscellaneous supplies, furniture, furnishings, office equipment, computers, security equipment, communications equipment, forklifts, motorized vehicles, warehousing vehicles, trailers, spare and replacement parts, fuel, pallet shells, carbon dioxide canisters and similar items and other tangible personal property (the “Tangible Personal Property”), including (A) those motorized vehicles, trailers, forklifts and warehousing vehicles listed on Section 2.01(a)(iii)-1 of the Disclosure Schedule and (B) those other items of personal property listed in Section 2.01(a)(iii)-2 of the Disclosure Schedule; (iv) subject to Section 8.82.02 and other than any Excluded Contracts, including the receipt and except for any and all rights under any bottling, manufacturing, distribution, sales or other related contract or agreement for any TCCC brands and any of the applicable consents referred to thereingoodwill and other intangible rights or assets associated therewith, all rights under (A) the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations Material Contracts set forth on Schedule 2.1(a)(4)Section 3.12(a) of the Disclosure Schedule, (B) those contracts and each presently existing obligation of Seller to make additional extensions of credit agreements primarily entered into in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller the Business in the ordinary course of business that are not Material Contracts required to be disclosed on Section 3.12(a) of Seller and in compliance with the terms of Section 8.3 Disclosure Schedule or that are entered into between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) hereof and the Closing Date in accordance with Section 5.01 that Seller shall categorize would not be required to be so disclosed on Section 3.12(a) of the Disclosure Schedule had such contracts or agreements been in existence as of the ordinary course of its business consistent date hereof, (C) any contract or agreement entered into between the date hereof and the Closing Date in accordance with past practices Section 5.01 which, had such contract or agreement been entered into prior to the date hereof, would have been a loan category Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule 2.1(a)(4(each, a “Pre-Closing Material Contract”) and which loan is made in compliance with the terms of Section 8.3(D) any Shared Contract, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in assigned to the Buyer pursuant to a Partial Assignment and Release under Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights 5.16 (collectively, the “PURCHASED LOANSAssumed Contracts”); (5v) [intentionally omitted]subject to Section 2.02 and to the extent transferable, all Material Permits, Environmental Permits and all other licenses, permits and other governmental authorizations primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(v) of the Disclosure Schedule; (6vi) all Assumed Contractsthe original books, records, files and papers, whether in hard copy or computer format, including inventory and production records, product shipment records, manuals and data, sales and purchase data, quality control records and procedures, lists of customers and suppliers and, as and to the extent provided in the Employee Matters Agreement, personnel and employment records, in each case, related to, or primarily used or primarily held for use in connection with, the Business, provided that the Sellers shall retain copies of each of the foregoing, and provided, further, that if the Sellers are required by Law to retain the originals of such books, records, files and papers, they may do so and in such case they will provide the Buyer with copies thereof; (7vii) the routing deposits, advances, lease and transit number presently used by a majority rental expenses, pre-paid expenses, deferred charges, accrued rebates and credits and similar items set forth on the Final Amounts Schedule and which are not included in the Retained Assets; (viii) the licensed Intellectual Property listed in Section 2.01(a)(viii) of the Purchased Loans and Assumed Deposits Disclosure Schedule (collectively, the “Transferred Licensed Intellectual Property”), which Transferred Licensed Intellectual Property, for purposes of clarity, shall not include any ownership or other proprietary interest in any Intellectual Property of the Sellers or their Affiliates (including TCCC) not specifically set forth on Section 2.01(a)(viii) of the Disclosure Schedule or any goodwill or other intangible rights or assets relating to or associated with respect the Intellectual Property of the Sellers or their Affiliates (including TCCC); (ix) the exclusive right for the Buyer to hold itself out as the purchaser of the Business (subject to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing limitations set forth in Section 5.12 and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(710.03), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number provided that such rights shall not be sold, assigned, transferred, conveyed, deemed to include any Intellectual Property (other than the Transferred Licensed Intellectual Property) of the Sellers or delivered to Purchaser hereundertheir Affiliates (including TCCC); (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9x) all casualty insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all booksbenefits, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excludingif any, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action events occurring with respect to the Transferred Assets and Transferred Liabilitiesprior to the Closing; (12xi) all Coins of the Sellers’ rights under warranties, indemnities and Currency; andall similar rights against third parties to the extent related to any Transferred Assets; (13xii) a 100% participation interest in subject to Section 2.01(b)(v), all Tax Returns related solely to the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in Business or the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2xiii) all real property rights to causes of action, lawsuits, judgments, claims and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies demands of any other records as are necessary nature available to enable Seller to prepare and file tax returns and reports (10) or being pursued by the domain names and uniform resource locators (“urls”) owned Sellers, whether arising by Seller and any goodwill associated therewith; (11) any capital stock way of any Subsidiary of the Seller; (12) any claims claim, counterclaim or other rights to indemnification or other rights relatedotherwise, in each case, primarily related to the Excluded Business, the Transferred Assets or the Assumed Liabilities; (xiv) all ▇▇▇▇▇ cash used in the Business, as identified on the relevant balance sheet; (xv) those assets of the Business included within Net Working Capital or Other Assets and Excluded LiabilitiesLiabilities which are reflected as assets on the Final Amounts Schedule and which are not Retained Assets, but only to the extent of the amounts so included; and (13xvi) any the rights and other assets held with respect to listed in Section 2.01(a)(xvi) of the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Disclosure Schedule.

Transferred Assets. (a) As of Upon the Effective Time, terms and subject to the terms and conditions set forth contained herein, Seller shall (on the Closing Date, Tecumseh shall, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries delivered, and shall cause the Asset Sellers to) , sell, convey, assign, transfertransfer and deliver, conveyto the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, and deliver to Purchaserthe Purchaser shall purchase, acquire and accept from the Asset Sellers, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and Purchaser shall purchase from Seller all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (or its applicable direct or indirect subsidiariescollectively, the "Transferred Assets"), possession of and any and including all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in the Asset Sellers in, to and to the following assets (collectively, the “TRANSFERRED ASSETS”):under: (1a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 8.81.2.5, including all rights under Contracts that relate to the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Acquired Business (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”"Assumed Contract Rights") listed on Schedule 1.2.1(c); (2d) all Personal Property the owned and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is leased real property listed on Schedule 2.1(a)(21.2.1(d); (3e) Seller’s rights all accounts, drafts, notes and other receivables that relate to all telephone numbers associated with the BranchAcquired Business; (4f) those loans all rights of the Asset Sellers relating to deposits and purchased loan participations set forth on Schedule 2.1(a)(4)prepaid expenses, and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, andincluding lease and rental payments, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) relating to the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”)Acquired Business; (5g) [intentionally omitted]all of the Asset Sellers' causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers' and vendors' warranties; (6h) all Assumed ContractsFasco Intellectual Property; (7i) all other proprietary rights and intangible property rights relating to the routing and transit number presently Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used by a majority in the conduct of the Purchased Loans operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Deposits Liabilities or any loss or damage with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days other Transferred Assets occurring prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunderClosing; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9n) all insurance premiums paid by Seller to goodwill associated with the FDIC Acquired Business, including that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller arising out of or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set associated with any of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and CurrencyFasco Intellectual Property; and (13o) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(btools and dies located at Tecumseh's Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”).

Transferred Assets. (a) As of the Effective Time, and subject Subject to the terms and conditions set forth hereinof this Agreement, the Seller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, conveyassign and convey to the Buyer, and deliver to Purchaser, and Purchaser the Buyer shall purchase and acquire from Seller the Seller, on the Closing Date the following (or its applicable direct or indirect subsidiariesthe "Transferred Assets"): (a) The Seller's rights in, to and under, the real estate leases described in Schedule 2.1(a) (the "Leases"), possession together with all of the Seller's right, title and interest, if any, in the building, office, warehouse or plant space, fixtures and improvements thereon and any security deposits relating to the Leases (collectively, the "Leased Real Property") and any and all rightassignable warranties of third parties covering such buildings, title fixtures and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets (collectively, the “TRANSFERRED ASSETS”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Depositsimprovements; provided, however, that (a) the Seller shall retain any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days all rights under the Leases in connection with any event occurring prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets The Seller's rights in, to and under all machinery, spare parts, equipment, furniture and fixtures of the Seller shall not be included in located in, on or about the Transferred AssetsLeased Real Property, and shall not be transferred hereunderused principally in connection therewith and in connection with the Business as set forth in Schedule 2.1(b) (the "Equipment"), and any and all assignable warranties of third parties covering the Equipment; (c) All assignable rights of the Seller in, to and under (i) the leases, licenses (including patent, know-how and trademark licenses), contracts and commitments set forth in Schedule 2.1(c), including: , without limitation, commitments for additions to property, plant or equipment deliverable after the Closing Date (1the "Contracts"), (ii) all loans (unfilled purchase and any interests or participations in loans) other than the Purchased Loans and any sales orders of the Purchased Loans which, Business existing as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; Closing Date and (2iii) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and security deposits related to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued d) All of the Seller's inventory of work in process, samples, finished goods, raw materials and supplies (to Seller the extent of the Seller's rights therein) located on the Leased Real Property or located elsewhere and any claims under such policiesrelated solely to the Business (the "Inventory"); (9e) All the Intellectual Property Rights, as set forth in Schedule 2.1(e); (f) All books, records, accounting records, drawings, customer lists, files and documents (including computer tapes or disks) of the Seller relating to the Business or the Transferred Assets that are located upon the Leased Real Property or elsewhere and are in all cases related primarily to the operations of the Business, or are necessary for the daily operations of the Business (the "Records"), but not the corporate minute books, organizational documentscorporate seals, stock registers and such other books and consolidated financial statements or tax records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12g) any claims All permits, licenses, certificates and governmental or other rights to indemnification or other rights related, in each case, regulatory authorizations which the Seller has obtained for the conduct of the Business which are assignable to the Excluded Assets Buyer, as set forth in Schedule 2.1(g) (the "Permits"). Schedule 2.1(g) also sets forth all Permits that are not assignable to the Buyer; (h) All accounts and Excluded Liabilitiesnotes receivable of the Seller as of the Closing Date for products sold, arising out of the conduct of the Business, as set forth in Schedule 2.1(h); (i) All of the Seller's assignable data processing programs used in the conduct of the Business, including accounting, invoicing, auditing and data processing programs, as set forth in Schedule 2.1(i) (the "Computer Programs"), with the understanding that certain of the Computer Programs are non-exclusive and may in certain instances continue also to be used by the Seller. Schedule 2.1(i) also sets forth the Computer Programs that are not assignable to the Buyer. (j) All other assets of the Seller, including miscellaneous office supplies used in the conduct of the Business and located on the Leased Real Property or elsewhere and in all cases related primarily to the operations of the Business, or are necessary for the daily operations of the Business; (k) The Seller's goodwill, if any, associated with the Business; (l) All of the Seller's intangible rights with respect to claims for warranties or defects of workmanship, manufacturing or design against third parties relating to any Transferred Assets; and (13m) any assets held All rights which the Seller possesses to use the corporate name "Control Resources Corporation" in connection with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Business.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties contained herein, at the times set forth in Section 1.1(c) below, Seller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, transfer, assign, transferset over, convey, convey and deliver to Purchaser, and Purchaser shall purchase purchase, acquire, accept, assume and receive from Seller (or its applicable direct or indirect subsidiaries)Seller, possession free and clear of and any and Liens, all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in in, to and to under the following assets (collectively, collectively referred to herein as the “TRANSFERRED ASSETSTransferred Assets”): (1i) subject to Section 8.8The Patent Rights, Trademark Rights and Copyright Rights set forth on Schedule 1.1(a)(i) hereto (the “Transferred Technology”); (ii) The Finished Inventory of Products set forth on Schedule 1.1(a)(ii) hereto. (iii) All inventory (excluding Finished Inventory) and work in process maintained by or on behalf of Seller in connection with the Business, including any and all goods, raw materials and work in process used or consumed in the receipt Business, together with all rights of Seller relating to such inventory against suppliers thereof (the “Work in Process”); (iv) All rights of Seller related to the development of the applicable consents referred to thereinProducts, including (without limitation) those rights set forth on Schedule 1.1(a)(iv) hereto (the lease of real property “Product Development”); (v) All data and records relating to the operation of the Business, including (without limitation) client and customer lists, supplier lists, inventory cost records, machinery and equipment records, mailing lists, sale and purchasing materials, quality control records, customer records, record quotations, purchase orders, research and development reports, product sales records, advertising materials, marketing materials, promotional materials, samples and display materials, studies, reports and other similar documents; provided that all such data and records provided pursuant to this Section 1.1(a)(v) may, in Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇sole discretion, ▇▇▇▇▇▇▇▇▇▇have redacted therefrom all data entirely unrelated to the Business; (vi) The tangible personal property of Seller identified on Schedule 1.1(a)(vi); (vii) The permits, ▇▇licenses, franchises, consents, authorizations, registrations, ratifications, waivers and other approvals and operating rights identified on Schedule 1.1(a)(vii); (viii) All claims of Seller against third parties relating to the Transferred Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; (ix) All rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof relating to the Business and/or the Transferred Assets; (x) All rights in, to, and under the Contracts used in, related to, associated with or necessary for the operation of the Business as presently conducted or as contemplated to be conducted, that are identified on Schedule 1.1(a)(x) (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASEAssumed Contracts”); and , provided that the premises leased Transferred Assets do not include the right to receive or collect payment under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal Assumed Contract for work performed or extension goods sold by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser provided, further, that Seller shall consent to the exclusion of one such routing reimburse and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered pay to Purchaser hereunder; (8) all of Seller’s rights under the contracts maintenance, service, warranty and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action similar obligations with respect to the Transferred Assets and Transferred LiabilitiesAssumed Contracts with customers listed on Schedule 1.1(a)(x) under the heading Customer Service Contracts, as specified in the Services Agreement; (12xi) all Coins All Business Intellectual Property not otherwise set forth on Schedules 1.1(a)(i), 1.1(a)(iv) and Currency1.1(a)(v), including without limitation the domain names set forth on Schedule 1.1(a)(xi); and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (bxii) All other assets of Seller shall not be included in Seller’s goodwill associated with the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”).

Transferred Assets. (a) As of On the Effective Timeterms and subject to the conditions set forth in this Agreement, and subject to the terms and conditions exclusions set forth hereinin Section 2.02(b), Seller shall (at the Closing, GE will cause the Sellers to sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries to) selldelivered by Sellers’ Affiliates, assignto the Buyer (or such Buying Affiliates as the Buyer may designate), transferfree and clear of all Liens, conveyexcept for Permitted Liens, and deliver to Purchaser, and Purchaser shall purchase from Seller the Buyer (or its applicable direct or indirect subsidiaries)such Buying Affiliates) shall purchase, possession acquire and accept from the Sellers and their Affiliates, all of the Sellers’ and any and all their Affiliates’ right, title and interest in, to and under all of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets (collectivelyassets, the “TRANSFERRED ASSETS”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, properties and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANSTransferred Assets”): (i) all of the Sellers’ and their Affiliates’ fee right, title and interest in and to the owned real property listed in Section 2.02(a)(i) of the Disclosure Schedule (the “Owned Real Property”), together with all improvements, fixtures and appurtenances thereto and rights in respect thereof, and, subject to Section 2.03, all rights and benefits of the Sellers and their Affiliates under the leases governing the leased real property listed in Section 2.02(a)(ii) of the Disclosure Schedule (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”); (5ii) [intentionally omitted]all inventories that are Related to the Business, wherever located, including all raw materials, work-in-process, finished goods or products (including any such goods or products being held by customers of the Business pursuant to consignment arrangements), and other materials and supplies used by the Sellers in the production of finished goods Related to the Business (collectively, the “Inventory”); (6iii) subject to Section 2.03, all rights under Contracts to which a Seller or an Affiliate thereof is a party and that are Related to the Business, including, but not limited to, the Contracts listed in Section 3.13(a) of the Disclosure Schedule (but excluding the Contracts listed on Section 2.02(b)(xviii) of the Disclosure Schedule) (collectively, together with the Assumed IP Licenses, the “Assumed Contracts”); (7iv) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits subject to Section 2.03, all rights under Intellectual Property licenses (including with respect to the Assumed Deposits; provided, however, that (aSoftware) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior from third parties Related to the Closing DateBusiness, including, but not limited to, the licenses listed in Section 2.02(a)(iv) of the Disclosure Schedule (collectively, the “Assumed IP Licenses”), and (b) unless Purchaser shall consent all rights with respect to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunderBusiness Licensed Intellectual Property; (8) v) all of Seller’s rights under the contracts accounts, notes and relationships giving rise other receivables, billed and unbilled, recorded or unrecorded, accrued and existing, whether or not written off, that are Related to the Assumed DepositsBusiness, including, without limitation, the GE Included Receivables and other receivables taken into account in the Final Working Capital Statement (collectively, the “Accounts Receivable”); (9vi) all insurance premiums paid by Seller rights relating to prepaid expenses (to the FDIC that are allocable extent reflected on the Final Working Capital Statement), deposits, claims for refunds (excluding Tax refunds, which shall be governed by the Tax Matters Agreement) and rights to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliatesoffset in respect thereof, in any such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excludingcase, to the extent permitted by law, one original set of the personnel files relating Related to the Hired EmployeesBusiness, provided that Seller, including with respect to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true ad valorem Taxes and complete copies thereof)lease and rental payments; (11vii) subject to Section 2.03, all claims, counter-claims and causes of action against third parties Related to the Business with respect to the Transferred Assets or any Assumed Liability, including rights under manufacturers’ and vendors’ warranties and those matters set forth in Section 3.11(b) of the Disclosure Schedule; (viii) all rights and claims under any transferrable warranties extended by suppliers, vendors, contractors, manufacturers and licensors Related to the Business, and all claims, defenses, causes of action or rights of counterclaims to the extent related to the Transferred Assets or the Assumed Liabilities; (12ix) all Coins and Currency; and (13Business Owned Intellectual Property, including, without limitation, the Business Owned Intellectual Property set forth on Section 3.11(d) a 100% participation interest in of the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred AssetsDisclosure Schedule, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrualBusiness Owned Technology; (2x) subject to Section 2.03, all real property and leasehold interests in real propertytransferable Governmental Authorizations that are Related to the Business, other than including those listed on Section 3.09 of the Leased PremisesDisclosure Schedule; (3xi) Seller’s rights subject to Section 5.10, all books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers, customers, personnel and employment records, in each case to the name “First Bank extent they are Related to the Business and copies of Delaware;” (4) any information relating to Taxes imposed on the Business, except for all Investment Securitiesbooks, records, files and papers relating to Technology to the extent not constituting Business Technology; (5xii) any regulatory licenses or any other nonassignable licenses and permitsall Business Owned Software, including the Business Owned Software listed on Section 2.02(a)(xii) of the Disclosure Schedule, subject to Section 2.03; (6xiii) any Tax refundsall assets, Tax credits or deferred Tax assets relating rights and properties expressly to taxable periods (or portions thereof) ending on or prior be transferred pursuant to the Closing DateExhibit C hereof; (7xiv) all contracts other tangible personal property or interests therein, including all machinery, equipment, furniture, fixtures (that are not Real Property as set forth above), furnishings, office equipment, computer hardware, instruments, leasehold improvements, communications equipment, vehicles, spare and agreements replacement parts, fuel and other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute bookstangible personal property, organizational documentswherever located, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating that is Related to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); Business (collectively, the “EXCLUDED ASSETSTangible Personal Property”); and (xv) all other properties and assets of every kind, character and description, tangible or intangible, that are owned by Sellers or their Affiliates and Related to the Business, whether or not similar to the items specifically set forth above, including all going concern value, goodwill and other intangible rights and intangible property that is Related to the Business (including any such assets to the extent taken into account in the Final Working Capital Statement).

Transferred Assets. (a) As of the Effective Time, and subject Subject to the terms and conditions set forth of this Agreement and in consideration of the obligations of the Buyer as provided herein, and except as otherwise provided in Section 1.2 hereof, at the Closing the Seller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, grant, bargain, deliver and convey, and deliver Weatherford shall cause to Purchaser, and Purchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries), possession of and any and all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets (collectively, the “TRANSFERRED ASSETS”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, granted, bargained, delivered and conveyed, to the Buyer, free and clear of all Liens, the Seller's and the Affiliated Companies' entire right, title and interest in, to and under the Business, as a going concern, and all assets owned or delivered used by the Seller or any of the Affiliated Companies in connection with or arising out of the Business of every type and description, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (all of such assets, properties, rights and business being hereinafter sometimes collectively referred to Purchaser hereunderas the "Transferred Assets"), including, but not limited to, (i) the Equipment, including the Equipment set forth in Section 1.1(a)(i) of the Disclosure Schedule; (8) ii) all Inventories, including the Inventories set forth in Section 1.1(a)(ii) of Seller’s rights under the contracts and relationships giving rise to the Assumed DepositsDisclosure Schedule; (9iv) all insurance premiums paid by Seller to Real Property, including the FDIC that are allocable to insurance coverage for Real Property set forth in Section 1.1(a)(iv) of the Assumed Deposits following the assumption thereof by PurchaserDisclosure Schedule; (10v) the Leasehold Interests, including the Leasehold Interests set forth in Section 1.1(a)(v) of the Disclosure Schedule; (vi) all booksProprietary Information, records and documents (including electronic informationthe Proprietary Information set forth in Section 1.1(a)(vi) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating Disclosure Schedule; (vii) subject to Section 1.1(b) hereof, the Hired Employeesbenefit of all unfilled or outstanding purchase orders, provided that Sellersales contracts, other commitments, contracts and engagements to which the extent permitted by law, shall deliver to Purchaser no later than Seller is entitled on the Closing Date true and complete copies thereofwhich relate to the Business (the "Entitlements"); (11viii) all claims, counter-claims prepaid expenses and causes of action with respect deposits made by the Seller relating to the Transferred Assets and Transferred LiabilitiesBusiness; (12ix) all Coins and Currencyshares of capital stock of Arrow Oil Tools (Canada) Ltd. owned by the Seller; and (13x) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of with the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Business.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms conditions and conditions other provisions set forth hereinin this Agreement, at the Closing (as defined in Section 3.1 below), Seller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, convey, transfer and deliver assign to Parent Purchaser and Subsidiary Purchaser, as applicable, and Parent Purchaser and Subsidiary Purchaser, as applicable, shall purchase from Seller (or its applicable direct or indirect subsidiariesas described herein), possession free and clear of all liens, encumbrances, claims, charges, options, security interests, pledges, rights of first refusal, or other similar restrictions, other than (i) liens for Taxes (as defined in Section 5.12(a) below) not yet due and any and all rightpayable; (ii) mechanics’, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets (collectivelymaterialmen’s, the “TRANSFERRED ASSETS”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”warehousemen’s, and such lease relating to the Branchsimilar liens attaching by operation of law, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller incurred in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4securing payments not delinquent; (iii) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made non-exclusive licenses granted by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller sales of products of the Business in the ordinary course of business and as listed on Schedule 5.7, and (iv) any minor imperfections in title and minor encroachments, if any, that, individually or in the aggregate, are not material in amount, do not interfere with the conduct of the Business or with the use of the Transferred Assets and do not adversely affect the value of the Transferred Assets or the Business (collectively, “Encumbrances”), all of Seller’s rights, title and interests in the assets of Seller, tangible and intangible, real, personal and mixed, of every kind and description, wherever located, used in, held for use in, or relating to the Business other than the Retained Assets (as defined in Section 1.1(b) below) (collectively referred to as the “Transferred Assets” and individually referred to as a “Transferred Asset”). Seller hereby acknowledges that Parent Purchaser is purchasing all of the Transferred Assets other than the Tangible Assets (as defined herein) from Seller and Subsidiary Purchaser is purchasing all of the Tangible Assets from Seller. The Transferred Assets include, but are not limited to: (i) all tangible and personal property, including without limitation, office equipment, computer equipment, printers, servers, and other hardware owned by Seller (the “Tangible Assets”); (ii) the books and records related to or used in the operation of the Business; (iii) all Seller Intellectual Property (as defined in Section 5.9(a)(vi) below) and any other Intellectual Property (as defined in Section 5.9(a)(ii) below) rights owned by or licensed to Seller that are related to the Business; (iv) all customer lists, claims history files and related customer information used in the Business; (v) all of Seller’s work in progress relating to the Business; (vi) all accounts receivable relating to the Business or the Transferred Assets; (vii) all prepaid expenses of Seller and in compliance with the terms of Section 8.3 prior relating to the Closing DateBusiness; (viii) any Permits (as defined in Section 5.16 below) used in the operation of the Business, which were issued by any court, administrative agency or commission or other governmental authority or instrumentality, whether foreign, federal, state or local (each case including the collateral therefor and a “Governmental Entity”) or any natural person, company, corporation, limited liability company, general partnership, limited partnership, trust, proprietorship, joint venture or business organization (except each a “Person”) but only to the extent set forth that such Permits are assignable or transferable to Purchasers; and (ix) all goodwill of Seller associated with the Business. In addition, the Transferred Assets shall include all Contracts (as defined in Section 2.1(b)5.7 below) listed on Schedule 1.1(a) hereto under the servicing rights thereunder for which Seller has retained servicing rights heading “Assumed Contracts” (collectively, the “PURCHASED LOANSAssumed Contracts”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to . To the extent permitted by lawa Contract is not listed on Schedule 1.1(a) hereto, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller such Contract shall not be included in the Transferred AssetsAssets unless as otherwise subsequently requested in writing by Parent Purchaser in Parent Purchaser’s sole discretion or by Subsidiary Purchaser in Subsidiary Purchaser’s sole discretion and agreed to by Seller (provided such agreement shall be deemed to be provided by Seller if such Contract is determined in good faith by Parent Purchaser or Subsidiary Purchaser to be related to the Transferred Assets or Business) and, and if required under the applicable Contract, the counterparty to the Contract, in which case, such Contract shall be deemed an Assumed Contract; provided that in each case Assumed Contracts shall not be transferred hereunderinclude any Retained Contracts (as defined in Section 1.1(b) below). Seller has made a good faith reasonable attempt to list on Schedule 1.1(a) hereto all of the assets used in, including: (1) all loans (and any interests held for use in, or participations in loans) relating to the Business other than the Purchased Loans and Retained Assets; provided, however, notwithstanding the foregoing, any of the Purchased Loans which, as of the Effective Time, are subject failure to charge offs, are more than 60 days past due list an asset thereon shall not mean that such item is not a Tangible Asset purchased by Subsidiary Purchaser hereunder or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, a Transferred Asset other than a Tangible Asset purchased by Parent Purchaser hereunder (except in the Leased Premises; (3case of Contracts not listed on Schedule 1.1(a) Seller’s rights in and to hereto, which shall be governed by the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”preceding sentence).

Transferred Assets. (a) As of the Effective Time, and subject Subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing the Buyer shall (or purchase, and the New Image shall cause its applicable direct or indirect subsidiaries to) sell, convey, assign, transfer, convey, transfer and deliver to PurchaserBuyer, and Purchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries)all of New Image's assets, possession of and any and including without limitation all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) New Image in and to the following assets used in connection with the Business by New Image and the Allied Practices, but excluding the Excluded Assets (collectivelytogether, the “TRANSFERRED ASSETS”):"Transferred Assets"). Without limiting the generality of the foregoing, the Transferred Assets shall include all of New Image's right, title, and interest in and to the following: (1a) subject to Section 8.8Real property owned in fee and leasehold estates and the related lease and sublease agreements, including whether as owner, lessee or sublessee, in each case which property is used in the receipt conduct of the applicable consents referred to thereinBusiness by New Image and the Allied Practices, together with all other buildings, fixtures and improvements thereon, and all rights, privileges, permits and easements appurtenant thereto; (b) Practice Management Agreements with the lease Allied Practices, all Contracts by which New Image acquired the Allied Practices, all Contracts entered into in connection with the acquisition of real property the Allied Practices and the execution of Practice Management Agreements, all Contracts relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”an Allied Practice to which New Image is a party or in which New Image is named as a third party beneficiary, and such lease all other Contracts relating to the Branch, conduct of the “BRANCH LEASE”); Business by New Image and the premises leased under the Branch Lease (the “LEASED PREMISES”)Allied Practices; (2c) all Personal Property Instruments, equipment, machinery, furniture, fixtures and all Personal Property Leasesfittings, a complete tools and accurate list other similar items of which as tangible personal property used in the conduct of the date of this Agreement is listed on Schedule 2.1(a)(2)Business by New Image and the Allied Practices; (3d) Seller’s rights Inventories of orthodontic and other supplies, janitorial and office supplies, maintenance and shop supplies, and other similar items of tangible personal property that are used by New Image and the Allied Practices in the conduct of the Business, provided that this Agreement shall not constitute an agreement to all telephone numbers associated with the Branchtransfer any drugs or other controlled substances which may not legally be transferred to Buyer; (4e) those loans Books and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller records used in the ordinary course conduct of the Business, including without limitation, all credit records, payroll records, computer records, computer programs, contracts, agreements, operating manuals, schedules of assets, correspondence, books of account, files, papers, books and all other public and confidential business of Seller and records, whether such records are in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Datehard copy form or are electronically or magnetically stored, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to or whether such records are located at a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”)Facility; (5f) [intentionally omitted]Licenses in favor of New Image or the Allied Practices that are used in or necessary for the conduct of the Business, provided that the Licenses shall not include any Licenses which by their terms may not lawfully be transferred to Buyer; (6g) all Assumed Contracts; (7) The right to receive mail and other communications addressed to New Image or the routing and transit number presently used by a majority Allied Practices insofar as such mail or other communication relates to the operation of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to Business after the Closing Date, and (b) unless Purchaser shall consent to or the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, Transferred Assets or delivered to Purchaser Assumed Liabilities hereunder; (8) h) Intellectual Property Assets used in the conduct of the Business by New Image and the Allied Practices, including without limitation the name "New Image Orthodontic Group" and all of Seller’s rights under the contracts and relationships giving rise to the Assumed Depositsvariations thereof; (9i) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action Warranties which New Image has received from third parties with respect to the Transferred Assets Assets, including, but not limited to, such warranties as are set forth in any lease agreement, equipment purchase agreement, consulting agreement or agreement for architectural and Transferred Liabilitiesengineering services, all claims, choses in action, rights of recovery, rights of set-off, rights to refunds, and similar rights, and the like made by New Image on its behalf or on behalf of an Allied Practice in the conduct of the Business; (12j) All assets constituting working capital, whether cash, cash equivalents, securities, advance payments, prepayments, prepaid expenses, deposits or other current assets (other than cash held in the Cafeteria Plan Account as provided in Section 1.2(b)); (k) All accounts receivable recorded by New Image, whether for its account or the accounts of the Allied Practices, from Allied Practices, or patients or other third parties (whether or not billed), arising from or in connection with the conduct of the Business by New Image and the Allied Practices; (l) All telephone numbers used in connection with the Business, including all Coins and Currencyextensions thereto; and (13m) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any The goodwill of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Business.

Transferred Assets. (a) As of Upon the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the closing of the Transactions contemplated by this Agreement (the “Closing”), the Company shall (or shall cause its applicable direct or indirect subsidiaries to) sell, transfer, assign, transfer, convey, convey and deliver to Purchaser, and Purchaser shall purchase acquire from Seller (or its applicable direct or indirect subsidiaries)the Company, possession all of and any and all the Company’s right, title and interest in all assets and properties of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets Company other than the Excluded Assets, as the same shall exist at the Closing (collectively, the “TRANSFERRED ASSETSTransferred Assets”):), including the following: (1a) all Owned Intellectual Property used or held for use by the Company, including without limitation those items of Intellectual Property listed in Schedule 2.1(a); (b) subject to Section 8.82.5, including the receipt all Contracts, agreements, and arrangements of the applicable consents referred to thereinCompany, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇including, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth permitted under such agreements, rights of the Company to Other Intellectual Property, all of which are listed in Section Schedule 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights , (collectively, the “PURCHASED LOANSTransferred Contracts”), for which Purchaser assumes all of the Company’s liabilities and obligations thereunder; (c) all personal property of the Company, including the property listed in Schedule 2.1(c); (5d) [intentionally omitted]all franchises, consents, marketing rights, permits, authorizations, approvals and other licenses issued by governmental or regulatory bodies issued to the Company to the extent their transfer is permitted by law; (6e) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans Company’s rights to income, royalties, damages and Assumed Deposits payments due at or after Closing and all other rights with respect thereto (including rights to the Assumed Deposits; provideddamages and payments for past, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyedpresent, or delivered to Purchaser hereunder; (8) all future infringements or misappropriations of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereofany Owned Intellectual Property); (11f) all claimscauses of action, counter-demands, judgments, claims (but excluding insurance claims and causes of action counterclaims to Legal Proceedings subject to Section 2.4(a)(iii)), indemnity rights or other rights in which, in connection with or with respect to the Transferred Assets and Transferred Liabilitiesof the Company; (12g) all Coins books and Currency; and (13) a 100% participation interest in records of the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in Company, including correspondence, production records, accounting records, and property records with respect to the Transferred Assets, and shall not be transferred hereundermailing lists, including: customer and vendor lists, Owned Intellectual Property prosecution files and regulatory files (1) all loans (including master files), excluding books and any interests or participations records in loans) other than the Purchased Loans and any possession of the Purchased Loans which, as Company’s independent public accountant (including the work papers of such independent public accountant) (the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual“Books and Records”); (2h) all real property and leasehold interests in real property, other than prepayments made by the Leased PremisesCompany; (3i) Sellerall of the Company’s rights prepaid expenses, all of the Company’s advances and deposits (including security deposits), all payments in and transit to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses Company, including accounts receivable for which checks have been received by the Company for deposit prior to the Closing Date and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating credit card payments made prior to taxable periods (or portions thereof) ending on or the Closing Date but not credited to the Company’s account prior to the Closing Date; (7j) all contracts interest in and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller all telephone, telex and any claims under such policies (9) all minute bookstelephone facsimile numbers, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilitiesdirectory listings; and (13k) any the assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”described in Schedule 2.1(k).

Transferred Assets. (a) As of Upon the Effective Time, terms and subject to the terms conditions of this Agreement and conditions set forth hereinof the Other Documents, on the Closing Date, Seller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, transfer, assign, transfer, convey, convey and otherwise deliver to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in, to and under all of the assets of the DentalMate Business, other than the Excluded Assets, free and clear of any and all Encumbrances wherever located and whether or not carried or reflected on the books and records of Seller (or its applicable direct or indirect subsidiariescollectively, the “Transferred Assets”), possession including, without limitation, the following: (a) all software, hardware, inventory, software development, tools, supplies and other personal property constituting fixed assets and tangible personal property, in each case owned, used or held for use by Seller in operating the DentalMate Business; (b) all of Seller’s right, title and interest in and arising out of its ownership of the Transferred Assets including, without limitation, all utility deposits which are owned or held by the Seller in connection with the DentalMate Business and all rights in and to the Assumed Contracts; (c) all rights in and to the names “DentalMate” including assumed or fictitious names, product names and logos, all rights to any and all associated logos, artwork or stylized designs, and to all trademarks, service marks, whether or not registered and all applications therefor, and whether under any statute or common law; (d) all of Seller’s right, title and interest in, to and under all of the following irrespective of where any of the same were issued, are pending or exist: United States and foreign trademarks and other marks, trade names, and other trade rights, whether or not registered and all applications therefor, in each case, which relate to or are used or useful in connection with the DentalMate Business; licenses, and other contractual rights with respect to the foregoing and other such property and intangible rights owned, used or held for use by Seller in connection with the DentalMate Business, together with all goodwill of Seller in connection therewith; (e) all procedures, designs, ideas, research records, inventions, records of inventions, test information, technical information, marketing know-how, proprietary statistical techniques, know-how, methodologies, trade secrets, market analyses, client delivery systems, processes, formulae, whether patented or patentable or not and other operating systems (and all related manuals, books, files, journals, plans, design specifications, descriptions, data, art work, software, computer programs and source code data related thereto including all current and historical data bases) owned, used or held for use by Seller in connection with the DentalMate Business; (f) all books, records, customer lists (past, present and future), customer information, marketing materials and information, copies of documents evidencing Intellectual Property Rights, new product development materials, creative materials, advertising and promotional materials, studies, reports, manuals and other documents, including, any confidential information which has been reduced to writing relating to Seller and the DentalMate Business; (g) all computer hardware and computer software, used, licensed or held for use by Seller in the conduct of the DentalMate Business; (h) all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets (collectively, the “TRANSFERRED ASSETS”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7i) the routing all right, title and transit number presently used by a majority interest of the Purchased Loans Seller in and Assumed Deposits with respect to the Assumed Deposits; providedDentalMate Business as a going concern, however, that (a) any Assumed Deposits not utilizing such routing including its goodwill and transit number are to be transferred by Seller to such routing all other tangible and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunderintangible assets associated therewith; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9j) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all booksfranchises, records and documents (including electronic information) relating primarily to the Assumed Depositsapprovals, Transferred Assets and Transferred Liabilitiespermits, as such booksauthorizations, records licenses, orders, registrations, certificates, variances, and other documents may exist and are as held by Seller similar permits or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files rights obtained from any Governmental Authority relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect DentalMate Business or to the Transferred Assets and Transferred Liabilitiesall pending applications therefor; (12k) all Coins and Currencypresent telephone numbers used or held for use by Seller in the conduct of the DentalMate Business; and (13l) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All any and all other assets of Seller shall not be included in the Transferred Assets, personal and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real intangible property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits permits useful or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) operate the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)DentalMate Business.

Transferred Assets. (a) As of the Effective TimeThe Transferors, and subject (with respect to the terms and conditions set forth herein, Seller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, convey, and deliver to Purchaser, and Purchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries), possession of and any and all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets (collectively, the “TRANSFERRED ASSETS”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇Transferred Assets) ▇▇▇▇▇▇, ▇▇own and have good, valid and marketable title to (or in the case of leased property have good and valid leasehold interests in), or otherwise have full and legally enforceable rights to use, all the Transferred Assets free and clear of all Liens other than Permitted Liens. (b) The Transferred Assets, together with the products and services to be provided by ▇▇▇▇▇▇ (pursuant to Section 5.6 or the “BRANCH”License and Supply Agreement, comprise all of the assets and such lease services required for the continued conduct of, or otherwise material to, the Business as currently conducted and to the RAS Product Line. The Transferred Assets, taken as a whole, constitute all the properties and assets relating to the Branch, Business during the “BRANCH LEASE”); and the premises leased under the Branch Lease past twelve months (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list except for assets disposed of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4business) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category RAS Product Line. Except as set forth on Schedule 2.1(a)(4) Schedules 1.5 and which loan is made in compliance with 3.7(b), other than the terms Transferors, neither ▇▇▇▇▇▇ nor any Affiliate of Section 8.3▇▇▇▇▇▇ owns, has or holds any property, asset or right of any nature, kind or description (tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed whether now existing or extended by Seller acquired hereafter) used in the ordinary course conduct or operation of business of Seller the Business or the RAS Product Line. (c) The Transferred Assets are in all material respects adequate and in compliance with suitable for the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder purposes for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently they are currently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number or are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Dateheld for use, and are in good and normal operating condition (bordinary wear and tear excepted) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excludingand, to the extent permitted by law, one original set knowledge of the personnel files relating to the Hired EmployeesSellers, provided that Seller, to the extent permitted by law, shall deliver to Purchaser there are no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to facts or conditions affecting the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest which would, individually or in the Letters of Credit aggregate, interfere in any material respect with the use, occupancy or operation thereof as contemplated by Section 8.19(b)currently used, occupied or operated, or their adequacy for such use. (bd) All other assets Set forth on Schedule 3.7(d) is a complete and correct list and description of Seller shall not be all real property (including land and buildings) included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than ; to the Purchased Loans and any knowledge of the Purchased Loans whichSellers, as the use and operation of such real property in the conduct of the Effective TimeBusiness as currently conducted does not violate in any material respect any instrument of record or agreement affecting such real property; to the knowledge of the Sellers, are subject to charge offsthere is no violation of any covenant, are more than 60 days past due condition, restriction, easement or are classified by Seller as non-accrual; (2) all agreement or order of any Governmental Authority that affects such real property and leasehold interests in real property, other than or the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization operation, use or existence of Seller, any records relating to the Excluded Assets occupancy thereof; and no damage or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held destruction has occurred with respect to any of such real property that, individually or in the Benefit Plans (other than personnel files aggregate, would have or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)result in a Material Adverse Effect.

Transferred Assets. (a) As of the Effective Time, Subject to and subject to upon the terms and conditions set forth hereinin this Master Agreement, Seller shall (at the Closing, Harr▇▇ ▇▇▇ll, or shall cause its applicable direct or indirect subsidiaries the other Sellers to) , sell, assign, transfer, convey, convey and deliver to PurchaserBuyer (or, as to certain assets selected by Buyer, at Buyer's written request to Harr▇▇ ▇▇▇e (5) Business Days prior to the Closing Date, to Parent), and Purchaser Buyer and Parent shall purchase and acquire from Seller (or its applicable direct or indirect subsidiaries)each Seller, possession of and any and all right, title and interest of each Seller (or its applicable direct or indirect subsidiaries) in and to all of the following properties, assets, contracts and rights constituting or primarily used or held primarily for use in the Business (other than the Excluded Assets), wherever such assets, properties and rights are located and whether such assets are real, personal or mixed, tangible or intangible, matured or unmatured, known or unknown, contingent or fixed, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Sellers' books or financial statements (collectively, the “TRANSFERRED ASSETS”"Transferred Assets"), including, without limitation, the assets listed below (as listed below, the Transferred Assets include properties, contracts, rights and assets owned by the Transferred Subsidiaries and all such properties, contracts, rights and assets shall be transferred indirectly by transferring the capital stock of the Transferred Subsidiaries): (1a) subject to Section 8.8, including the receipt all of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”Fixed Assets described on Schedule 2.1(a); (2b) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date Owned Real Estate; (c) the assets and rights conveyed pursuant to the terms of this Agreement is the IP Transfer Agreements; (d) all ownership interests in the Transferred Subsidiaries listed on Schedule 2.1(a)(22.1(d); (3e) Seller’s rights to all telephone numbers associated with of the BranchAssumed Contract Obligations, including those under the Material Contracts listed on Schedule 4.11; (4f) those loans and purchased loan participations set forth on Schedule 2.1(a)(4all inventory, wherever located (including inventory in transit), including, without limitation, all the raw materials, work in process, recycled materials, finished products, supplies, and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal spare parts located at the Manufacturing Facilities or extension by Seller elsewhere and primarily used or held primarily for use in the ordinary course conduct of business the Business, including items of the type and nature of the materials identified as inventory in the Baseline Financial Statements; (g) all of the furniture and office equipment, including desks, tables, chairs, file cabinets and other storage devices, communications equipment, computers and office supplies which are owned or leased by a Seller and in compliance with located at the terms of Section 8.3 between the date of Schedule 2.1(a)(4) Transferred Facilities or elsewhere and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize are primarily used or held primarily for use in the ordinary course conduct of its business consistent with past practices the Business, or that are in transit to or temporarily removed from a loan category set forth on Schedule 2.1(a)(4) location specified above and which loan is made in compliance with would otherwise be included among the terms items identified above; (h) all of Section 8.3, the prepaid expenses and each obligation security deposits reflected on the Audited Closing Balance Sheet; (i) all of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller Books and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and Records; (except j) to the extent set forth their transfer is permitted by Applicable Law, all Governmental Approvals primarily used or held primarily for use in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectivelyTransferred Facilities or the Business, the “PURCHASED LOANS”)including all applications therefor; (5k) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by lawtransferable, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true all rights under express or implied warranties and complete copies thereof); licenses from Sellers' suppliers (11including manufacturers and distributors) all claims, counter-claims and causes of action with respect to the Transferred Assets and any related claims, credits, rights of recovery and set-off with respect to such items; (l) all rights to causes of action, lawsuits, claims and demands of any nature available to the Business Entities that relate primarily to the Transferred Assets (it being understood that Buyer's rights to causes of action, lawsuits, claims and demands in respect of Patents and Intangible Property Rights are governed by the IP Transfer Agreements) or the Assumed Liabilities; (12m) to the extent transferable, all guarantees, warranties, indemnities and similar rights in favor of Sellers in connection with the Transferred Assets and any related claims, credits, rights of recovery and set-off with respect thereto; (n) the Policies; (o) all Coins and Currency; andof the Leased Real Estate, except for the Retained Leased Real Estate; (13p) a 100% participation interest all of the motor vehicles, whether or not licensed or registered to operate on public highways, including automobiles, trucks, self-propelled carts, and other motorized lifting, material handling or transporting equipment and all spare parts, fuel and other supplies, tools and other items used in the Letters operation or maintenance thereof which are owned or leased by a Seller and located at the Transferred Facilities or elsewhere and which are primarily used or held for use primarily in the conduct of Credit as contemplated by Section 8.19(b).the Business, or which are in transit to or temporarily removed from a location specified above and which would otherwise be included among the items described above; (bq) All all rights of the Business Entities to any insurance proceeds relating to the damage, destruction or impairment of assets or other rights described in this Section 2.1 which would have been Transferred Assets but for such damage, destruction or impairment prior to the Closing; (r) all assets of Seller shall not be (other than Excluded Assets) reflected in the April 2, 1999 balance sheet which is included in the Transferred AssetsBaseline Financial Statements, together with all replacements thereof, all expansions, enhancements and shall not be transferred hereunder, including: modifications thereto and all assets (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any Excluded Assets) of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due like character that have been or are classified acquired by Seller as non-accrual; (2) all real property the Business Entities subsequent to such balance sheet date and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date, primarily for use in the Business, except to the extent such assets have been disposed of in the ordinary course of business on or after such date; (7s) all contracts and agreements other than Assumed Contractsforeign currency hedg▇▇ ▇▇▇ated primarily to the operations of the Business; (8) any insurance policies issued to Seller and any claims under such policies (9t) all minute booksthe items, organizational documentsif any, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewithlisted on Schedule 2.1(t); (11u) any capital stock of any Subsidiary unrestricted cash on deposit in the United States, as of the Sellerclose of business on the Closing Date, in the amount of $2,000,000; (12v) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities[RESERVED]; and (13w) any cash (to be transferred to Buyer at the time other assets held of Harr▇▇ ▇▇▇iconductor GmbH (Germany) are transferred to Buyer) in Germany in an amount equivalent to the amount accrued as of the Closing Date, as reflected in the Audited Closing Balance Sheet, for all German pension obligations including that disclosed on Schedule 4.18.2 and unrestricted cash in the United States in an amount equivalent to the amount accrued as of the Closing Date, as reflected in the Audited Closing Balance Sheet, for obligations with respect to Transferred Employees, whether based inside or outside the Benefit Plans United States, under Harr▇▇' ▇▇pplemental employee retirement plan. In addition to the foregoing, Sellers shall sublease to Buyer all or such portions of the Retained Leased Real Estate as Sellers and Buyer may mutually agree in writing upon prior to the Closing (other than personnel files or similar records contemplated by Section 2.1(a)(10)); all of such subleased real estate, the "Subleased Real Estate") under and pursuant to subleases in form and substance mutually acceptable to Sellers and Buyer (collectively, the “EXCLUDED ASSETS”"Subleases") and, except where specifically excluded, as used herein the term "Transferred Assets" includes the Subleased Real Estate. The assets to be acquired by Parent shall consist of the Intellectual Property as may be specified in accordance with Section 2.1, and if the fair market value of the Intellectual Property shall be less than ninety million dollars ($90,000,000), with such difference in value being called the Parent Additional Assets Value, the Parent will acquire additional Transferred Assets having an aggregate fair market value equal to the Parent Additional Assets Value. The assets acquired by Parent (other than certain Intellectual Property determined by Parent) shall be transferred by Parent to Buyer as a capital contribution immediately following the Closing, and Parent hereby directs that Harr▇▇ ▇▇▇nsfer at Closing such assets directly to Buyer on its behalf. All other Transferred Assets shall be acquired directly by Buyer from Harr▇▇. Buyer shall be permitted to have the acquisition of any Transferred Subsidiary not formed or incorporated in a state of the United States to be made by a wholly-owned subsidiary of Buyer incorporated under the laws of any jurisdiction, including, but not limited to, the laws of Malaysia.

Transferred Assets. (a) As of At the Effective TimeClosing, upon the terms and subject to the terms and conditions set forth hereinin this Agreement, Seller shall (or Goodyear shall, and shall cause its applicable direct or indirect subsidiaries the relevant Goodyear Group Members to) , sell, assign, convey and transfer (and assent to such sale, assignment, conveyance and transfer) to SRI or an SRI Assignee, conveyas applicable, and deliver to PurchaserSRI or such SRI Assignee, and Purchaser as applicable, shall purchase acquire from Seller (Goodyear or its applicable direct or indirect subsidiaries)the relevant Goodyear Group Member, possession of and any and as applicable, all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets assets, properties and rights of Goodyear or another Goodyear Group Member to the extent such assets, properties and rights exist as of the Closing Date (collectively, the “TRANSFERRED ASSETSTransferred Assets”; provided, that Additional Transferred Trademarks shall not constitute Transferred Assets for purposes of the representations and warranties given in ‎Article III herein), in each case free and clear of any Liens (other than Permitted Liens) and in consideration for the portion of the Aggregate Purchase Price allocated to such Transferred Asset pursuant to and in accordance with Section ‎4.15(e)(i): (1i) subject to the Business Goodwill; (ii) the (A) Transferred Dunlop Trademarks, together with the goodwill symbolized by the Transferred Dunlop Trademarks; (B) Additional Transferred Trademarks, together with the goodwill symbolized thereby; (C) the Internet domain names listed in Section 8.8(C) on Schedule ‎2.2(a)(ii) (which shall, including for the receipt avoidance of the applicable consents referred to thereindoubt, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and exclude any such lease domain names relating to the Branch, Dunlop motorcycle tires); (D) the “BRANCH LEASE”design rights in the tread patterns and sidewall patterns listed in Section (D) on Schedule ‎2.2(a)(ii); and (E) the premises leased under Patents listed in Section (E) on Schedule ‎2.2(a)(ii) (all claims, causes of actions and defenses relating to the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as enforcement of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations items set forth on Schedule 2.1(a)(4the foregoing (A), (B), (C), (D), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4(E), which consent shall be in Purchaser’s sole and absolute discretionany and all rights to sue for past, each loan made by Seller between present and future misappropriation, infringement or other violation thereof, other than the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights Retained Claim Rights (collectively, the “PURCHASED LOANSTransferred IP”)); (5iii) [intentionally omitted]the Purchased Inventory; provided that the assignment, conveyance and transfer of European Inventory shall occur at the termination of the Transition License Agreement in accordance with the terms thereof, and the payment for European Inventory pursuant to this ‎Article II shall constitute only a prepayment for the purchase of such Inventory under the Transition License Agreement; (6iv) all Assumed Contractsthe DNA (Housemarks) Limited Shares, in accordance with Section ‎2.3; (7v) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits SP Brand Holding Shares, in accordance with respect to the Assumed DepositsSection ‎2.4; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder;and (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9vi) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; non-income Tax Returns (10and supporting work papers) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect related to the Transferred Assets (other than Tax Returns and supporting work papers (or any portion thereof) related to (A) Taxes that are not primarily related to a Transferred Liabilities; Entity or any Transferred Asset or (12B) all Coins and Currencyany consolidated, combined, affiliated or unitary group for Tax purposes that includes Goodyear or any of its Affiliates that is not a Transferred Entity); and (13vii) a 100% participation interest all Dunlop Materials exclusively related to Dunlop Products (excluding any Intellectual Property embodied therein, but including the copyrights in the Letters of Credit as contemplated by Section 8.19(bDunlop Marketing Materials exclusively related to Dunlop Products). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”).

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing, the Sellers shall (sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries to) selldelivered, assign, transfer, conveyto the Buyer, and deliver to Purchaserthe Buyer shall purchase, acquire and Purchaser shall purchase accept from Seller (or its applicable direct or indirect subsidiaries)the Sellers, possession free and clear of and any and all Liens except for Permitted Liens, all of the Sellers’ right, title and interest in, to and under the assets and properties of Seller (the Sellers primarily related to, or its applicable direct primarily used or indirect subsidiaries) primarily held for use in and to connection with, the Business, including the following assets and properties as the same shall exist as of the Closing (all of such assets and properties being sold, conveyed, assigned, transferred or delivered are referred to herein collectively as the “Transferred Assets”): (i) subject to Section 2.02, all rights and benefits of the Sellers under the leases governing the leased real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Real Property”), together with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located thereon, including those structures, facilities and improvements listed in Section 2.01(a)(i) of the Disclosure Schedule, and all easements, licenses, rights and appurtenances related to the foregoing; (ii) all finished goods, packaging materials and products for repacking operations, supplies and other inventories (including inventory located in vending equipment) primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(ii) of the Disclosure Schedule; (iii) all cold drink equipment and vending equipment primarily related to, or primarily used or primarily held for use in connection with, the Business, which equipment shall include all Transferred Fountain Equipment (collectively, the “TRANSFERRED ASSETSSubject Equipment”):), including the equipment described on Section 2.01(a)(iii) of the Disclosure Schedule; (1iv) all personal property owned by the Sellers and their interests therein primarily related to, or primarily used or primarily held for use in connection with, the Business, including the machinery, equipment (other than the Subject Equipment), furniture, furnishings, office equipment, communications equipment, forklifts, motorized vehicles, warehousing vehicles, trailers, spare and replacement parts, fuel, pre-mix and post-mix equipment and coolers, special event trailers, tools, beverage display and end aisle racks and advertising signs (illuminated and nonilluminated), point of sale materials and other tangible personal property (the “Tangible Personal Property”), including (A) those motorized vehicles, trailers, forklifts and warehousing vehicles listed on Section 2.01(a)(iv)-1 of the Disclosure Schedule and (B) those other items of personal property listed in Section 2.01(a)(iv)-2 of the Disclosure Schedule; (v) subject to Section 8.82.02 and other than any Excluded Contracts, including the receipt and except for any and all rights under any bottling, manufacturing, distribution, sales or other related contract or agreement for any TCCC brands and any of the applicable consents referred to thereingoodwill and other intangible rights or assets associated therewith, all rights under (A) the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations Material Contracts set forth on Schedule 2.1(a)(4)Section 3.12(a) of the Disclosure Schedule, (B) those contracts and each presently existing obligation of Seller to make additional extensions of credit agreements primarily entered into in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller the Business in the ordinary course of business that are not Material Contracts required to be disclosed on Section 3.12(a) of Seller and in compliance with the terms of Section 8.3 Disclosure Schedule or that are entered into between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) hereof and the Closing Date in accordance with Section 5.01 that Seller shall categorize would not be required to be so disclosed on Section 3.12(a) of the Disclosure Schedule had such contracts or agreements been in existence as of the ordinary course of its business consistent date hereof, (C) any contract or agreement entered into between the date hereof and the Closing Date in accordance with past practices Section 5.01 which, had such contract or agreement been entered into prior to the date hereof, would have been a loan category Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule 2.1(a)(4(each, a “Pre-Closing Material Contract”) and which loan is made in compliance with the terms of Section 8.3(D) any Shared Contract, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in assigned to the Buyer pursuant to a Partial Assignment and Release under Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights 5.17 (collectively, the “PURCHASED LOANSAssumed Contracts”); (5vi) [intentionally omitted]subject to Section 2.02 and to the extent transferable, all Material Permits, Environmental Permits and all other licenses, permits and other governmental authorizations primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vi) of the Disclosure Schedule; (6vii) all Assumed Contractsthe original books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, quality control records and procedures, lists of customers, customer records and, as and to the extent provided in the Employee Matters Agreement, personnel and employment records, in each case, related to, or primarily used or primarily held for use in connection with, the Business, provided that the Sellers shall retain copies of each of the foregoing, and provided, further, that if the Sellers are required by Law to retain the originals of such books, records, files and papers, they may do so and in such case they will provide the Buyer with copies thereof; (7viii) the routing deposits, advances, lease and transit number presently used by a majority rental expenses, pre-paid expenses, deferred charges, accrued rebates and credits and similar items set forth on the Final Amounts Schedule and which are not included in the Retained Assets; (ix) the licensed Intellectual Property listed in Section 2.01(a)(ix) of the Purchased Loans and Assumed Deposits Disclosure Schedule (collectively, the “Transferred Licensed Intellectual Property”), which Transferred Licensed Intellectual Property, for purposes of clarity, shall not include any ownership or other proprietary interest in any Intellectual Property of the Sellers or their Affiliates (including TCCC) not specifically set forth on Section 2.01(a)(ix) of the Disclosure Schedule or any goodwill or other intangible rights or assets relating to or associated with respect the Intellectual Property of the Sellers or their Affiliates (including TCCC); (x) the exclusive right for the Buyer to hold itself out as the purchaser of the Business (subject to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing limitations set forth in Section 5.12 and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(710.03), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number provided that such rights shall not be sold, assigned, transferred, conveyed, deemed to include any Intellectual Property (other than the Transferred Licensed Intellectual Property) of the Sellers or delivered to Purchaser hereundertheir Affiliates (including TCCC); (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9xi) all casualty insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all booksbenefits, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excludingif any, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action events occurring with respect to the Transferred Assets and Transferred Liabilitiesprior to the Closing; (12xii) all Coins of the Sellers’ rights under warranties, indemnities and Currency; andall similar rights against third parties to the extent related to any Transferred Assets; (13xiii) a 100% participation interest in subject to Section 2.01(b)(vi), all Tax Returns related solely to the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in Business or the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2xiv) all real property rights to causes of action, lawsuits, judgments, claims and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies demands of any other records as are necessary nature available to enable Seller to prepare and file tax returns and reports (10) or being pursued by the domain names and uniform resource locators (“urls”) owned Sellers, whether arising by Seller and any goodwill associated therewith; (11) any capital stock way of any Subsidiary of the Seller; (12) any claims claim, counterclaim or other rights to indemnification or other rights relatedotherwise, in each case, primarily related to the Excluded Business, the Transferred Assets or the Assumed Liabilities; (xv) all ▇▇▇▇▇ cash used in the Business, as identified on the relevant balance sheet; (xvi) those assets of the Business included within Net Working Capital or Other Assets and Excluded LiabilitiesLiabilities which are reflected as assets on the Final Amounts Schedule and which are not Retained Assets, but only to the extent of the amounts so included; and (13xvii) any the rights and other assets held with respect to listed in Section 2.01(a)(xvii) of the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Disclosure Schedule.

Transferred Assets. (a) As of At the Effective TimeClosing, and subject to the terms and conditions set forth herein, Seller shall (or shall cause its applicable direct or indirect subsidiaries to) will sell, assign, transfer, conveyconvey and deliver, free and deliver clear of all Liens (other than Permitted Liens), to Purchaser, and Purchaser shall purchase will purchase, acquire and accept from Seller (or its applicable direct or indirect subsidiaries), possession of and any and all right, title title, interest and interest obligations of Seller (or its applicable direct or indirect subsidiaries) in in, to, and to under all of the following assets assets, properties, rights, Contracts and claims of Seller, wherever located, whether tangible or intangible, real, personal or mixed, including any Accrued Interest and Fees thereon (collectively, the “TRANSFERRED ASSETSTransferred Assets”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”listed on Schedule 2.1(a)(1), and such lease relating to the Branchrelated improvements and fixtures, together with all assignable real property rights, benefits and appurtenances pertaining thereto (collectively, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISESTransferred Real Property”); (2) all Personal Property and all Personal Property Leasessubject to the receipt of any required third-party consents, a complete and accurate list of which as of the date of this Agreement is real property leases, subleases, licenses or other Contracts listed on Schedule 2.1(a)(2) (the “Real Property Leases”); (3) Seller’s rights the furniture, equipment (including ATMs), materials and supplies identified on Schedule 2.1(a)(3), as updated pursuant to all telephone numbers associated with Section 7.7, owned by Seller and located at the BranchBusiness Premises, as of the Closing Date (collectively, the “Transferred Personal Property”); (4) those loans subject to the receipt of any required third-party consents, the Contracts associated with the furniture, equipment, materials and purchased loan participations set forth supplies leased by Seller as of the Closing Date and located at the Business Premises, as listed on Schedule 2.1(a)(4), and each presently existing obligation of Seller as updated pursuant to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights 7.7 (collectively, the “PURCHASED LOANSPersonal Property Leases”); (5) [intentionally omitted]subject to the receipt of any required third-party consents, all licenses and/or permits and pending applications therefor with respect to any of the Transferred Real Property and Transferred Personal Property, if any; (6) the Loans (including any servicing and other rights relating thereto of Seller) made or purchased by Seller in connection with the Transferred Operations that are listed on Schedule 2.1(a)(6), as updated pursuant to Section 7.7, together with all Assumed ContractsCredit Documents and Contracts defining or evidencing the rights and obligations of, or executed or delivered by, obligors in connection with such Loans and including all obligations to make additional extensions of credit thereunder and all related collateral and security interests securing such Loans, but excluding any Excluded Loans (collectively, the “Transferred Loans”); the Parties agree that no Excluded Loans shall be included in the Transferred Loans; (7) all safe deposit Contracts and leases for safe deposit boxes located at the routing and transit number presently used by a majority Branches other than agreements relating to Escheat Deposits as of the Purchased Loans Closing Date (the “Safe Deposit Agreements”); (8) subject to the receipt of any required third-party consents, the Letters of Credit issued by Seller that are listed on Schedule 2.1(a)(8), together with all reimbursement agreements and Assumed Deposits related documents (including, but not limited to, any collateral documents) with respect to the Assumed Deposits; providedLetters of Credit and all collateral in the possession of or otherwise granted to Seller or any Affiliate of Seller in connection therewith (collectively, however, that (a) any the “Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion Letters of one such routing and transit number from the scope of this Section 2.1(a)(7Credit”), subsequent in each case, as updated pursuant to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed DepositsSection 7.7; (9) all insurance premiums paid by Seller subject to the FDIC receipt of any required third-party consents, the rights of Seller with respect to the operating Contracts under which goods or services are provided exclusively in connection with the Transferred Operations as conducted at the Branches and that are allocable to insurance coverage for listed on Schedule 2.1(a)(9) (the “Assumed Deposits following Contracts,” and, together with the assumption thereof by PurchaserReal Property Leases, Personal Property Leases, Safe Deposit Agreements and Assumed Letters of Credit, the “Assumed Agreements”); (10) all books, records and documents other data (the “Transferred Books and Records”) to the extent primarily related to the Transferred Operations, Transferred Assets and Assumed Liabilities, including all files (including electronic information) suspicious activity reports to the extent permitted by Applicable Law), customer and supplier lists, mailing lists, accounting records, documentation or records primarily relating primarily to the Transferred Operations or the administration of the Assumed Agreements and the Assumed Deposits, real property files with respect to Transferred Assets Real Property and Real Property Leases (including lease documentation, maintenance records, plans and permits, to the extent in the possession of Seller), Banking Customer account statements and imaged copies of checks for the seven- (7)-year period prior to the Closing Date, account histories for the three- (3)-month period prior to the Closing Date from Seller’s core processing system (including imaged copies of checks to the extent available thereon), catalogs, printed materials and all technical and other data relating to the Transferred LiabilitiesOperations in each case to the extent such items are under the control or possession of, as and reasonably available to (or can be obtained without unreasonable expense or burden by), Seller, other than (A) corporate minute books and, except for Forms W-8 and W-9 and similar tax forms provided to Seller by customers of the Transferred Operations, income tax records of Seller or any of its Affiliates, (B) personnel files and records of Retained Employees, (C) books and records to the extent relating to accounts that have terminated prior to Closing and (D) all books, records and other data (x) that cannot, without unreasonable effort or expense, be separated from books and records maintained by Seller or its Affiliates in connection with the Retained Businesses or to the extent that such books, records and other documents may exist data primarily relate to Excluded Assets or Excluded Liabilities or (y) regarding Business Employees who do not become Transferred Operations Employees; provided, however, that Seller and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including Affiliates shall have the right to retain copies of all books, records and documents contemplated by Section 2.6other data that are part of the Transferred Operations, but excluding, Transferred Assets or the Assumed Liabilities to the extent permitted by lawreasonably necessary for, one original set of the personnel files relating and solely for use in connection with, tax, regulatory, litigation or other non-competitive legitimate purposes; provided, further, that such retained books, records and other data shall be subject to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof)confidentiality obligations set forth in Section 7.5; (11) all claimsU.S. and foreign cash on hand at the Branches at the Effective Time, counter-claims including vault cash, p▇▇▇▇ cash, tellers’ cash, prepaid postage, bank orders, checks, certified checks and causes cash equivalents (exclusive of action with respect the contents of any safe deposit boxes), as determined by a cash count to be mutually conducted by Seller and Purchaser (including any cash contained in ATMs at the Transferred Assets and Transferred LiabilitiesBusiness Premises) (the “Cash on Hand”); (12) accrued income receivable and accounts receivable of Seller to the extent arising from the Transferred Assets or the Transferred Operations and existing as of the Closing Date (the “Banking Receivables”), as set forth on the general ledger of Seller maintained in the ordinary course of business of Seller in accordance with the internal controls and procedures of Seller, consistently applied; (13) all Coins prepaid charges and Currencyfees of Seller to the extent related to the Transferred Assets or the Transferred Operations and existing as of the Closing Date (the “Prepaid Expenses”) and all Security Deposits, as set forth on the general ledger of Seller maintained in the ordinary course of business of Seller in accordance with the internal controls and procedures of Seller, consistently applied; (14) the Transferred Overdrafts; (15) the Transferred Debit Card Rewards Program Accounts; (16) subject to the receipt of any required third-party consents, any income, commissions, compensation or allowances receivable or payable after the Effective Time in respect of annuities (including additional premium payments thereto after the Effective Time) sold by Seller or any of its Subsidiaries in the conduct or operation of the Transferred Operations until the Effective Time; (17) any and all rights of Seller and its Subsidiaries that are by their terms transferrable and that have arisen, or that arise, under or pursuant to warranties, representations, indemnifications, reimbursement agreements, letters of credit, insurance policies to the extent held for the benefit of Seller or its Subsidiaries in connection with the Transferred Operations or guaranties in favor of Seller or its Subsidiaries or made for the benefit of Seller or its Subsidiaries by their respective customers, predecessors in interest, suppliers, vendors, or Affiliates of any of the foregoing, to the extent relating to the Transferred Assets or the Assumed Liabilities, in either case with respect to the period following the Closing; and (1318) a 100% participation interest in the Letters benefits, rights, rights of Credit as contemplated by Section 8.19(b). action and claims (bexpress or implied) All to the extent related to the Assumed Liabilities and, unless associated with an Excluded Liability or other assets Liability for which Seller is responsible for indemnifying Purchaser pursuant to Article XII of Seller shall not be included in this Agreement, the Transferred Assets, Assets acquired and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified assumed by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and Purchaser pursuant to the name “First Bank terms of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)this Agreement.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing, the Sellers shall (sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries to) selldelivered, assign, transfer, conveyto the Buyer, and deliver to Purchaserthe Buyer shall purchase, acquire and Purchaser shall purchase accept from Seller (or its applicable direct or indirect subsidiaries)the Sellers, possession free and clear of and any and all Liens except for Permitted Liens, all of the Sellers’ right, title and interest in, to and under the assets and properties of Seller (the Sellers primarily related to, or its applicable direct primarily used or indirect subsidiaries) primarily held for use in and to connection with, the Business, including the following assets and properties as the same shall exist as of the Closing (all of such assets and properties being sold, conveyed, assigned, transferred and delivered are referred to herein collectively as the “Transferred Assets”): (i) subject to Section 2.02, all rights and benefits of the Sellers under the leases governing the leased real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Real Property”), together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located thereon, including those structures, facilities and improvements listed in Section 2.01(a)(i) of the Disclosure Schedule, and all easements, licenses, rights and appurtenances related to the foregoing; (ii) all finished goods, packaging materials and products for repacking operations, supplies and other inventories (including inventory located in vending equipment) primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(ii) of the Disclosure Schedule; (iii) all cold drink equipment and vending equipment primarily related to, or primarily used or primarily held for use in connection with, the Business, which equipment shall include all Transferred Fountain Equipment (collectively, the “TRANSFERRED ASSETSSubject Equipment”):), including the equipment described on Section 2.01(a)(iii) of the Disclosure Schedule; (1iv) all personal property owned by the Sellers and their interests therein primarily related to, or primarily used or primarily held for use in connection with, the Business, including the machinery, equipment (other than the Subject Equipment), furniture, furnishings, office equipment, communications equipment, forklifts, motorized vehicles, warehousing vehicles, trailers, spare and replacement parts, fuel, pre-mix and post-mix equipment and coolers, special event trailers, tools, beverage display and end aisle racks and advertising signs (illuminated and nonilluminated), point of sale materials and other tangible personal property (the “Tangible Personal Property”), including (A) those motorized vehicles, trailers, forklifts and warehousing vehicles listed on Section 2.01(a)(iv)-1 of the Disclosure Schedule and (B) those other items of personal property listed in Section 2.01(a)(iv)-2 of the Disclosure Schedule; (v) subject to Section 8.82.02 and other than any Excluded Contracts, including the receipt and except for any and all rights under any bottling, manufacturing, distribution, sales or other related contract or agreement for any TCCC brands and any of the applicable consents referred to thereingoodwill and other intangible rights or assets associated therewith, all rights under (A) the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations Material Contracts set forth on Schedule 2.1(a)(4)Section 3.12(a) of the Disclosure Schedule, (B) those contracts and each presently existing obligation of Seller to make additional extensions of credit agreements primarily entered into in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller the Business in the ordinary course of business that are not Material Contracts required to be disclosed on Section 3.12(a) of Seller and in compliance with the terms of Section 8.3 Disclosure Schedule or that are entered into between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) hereof and the Closing Date in accordance with Section 5.01 that Seller shall categorize would not be required to be so disclosed on Section 3.12(a) of the Disclosure Schedule had such contracts or agreements been in existence as of the ordinary course date hereof, (C) those contracts and agreements listed in Section 2.01(a)(v) of its business consistent the Disclosure Schedule, (D) any contract or agreement entered into between the date hereof and the Closing Date in accordance with past practices Section 5.01 which, had such contract or agreement been entered into prior to the date hereof, would have been a loan category Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule 2.1(a)(4(each, a “Pre-Closing Material Contract”) and which loan is made in compliance with the terms of Section 8.3(E) any Shared Contract, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in assigned to the Buyer pursuant to a Partial Assignment and Release under Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights 5.17 (collectively, the “PURCHASED LOANSAssumed Contracts”); (5vi) [intentionally omitted]subject to Section 2.02 and to the extent transferable, all Material Permits, Environmental Permits and all other licenses, permits and other governmental authorizations primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vi) of the Disclosure Schedule; (6vii) all Assumed Contractsthe original books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, quality control records and procedures, lists of customers, customer records and, as and to the extent provided in the Employee Matters Agreement, personnel and employment records, in each case, related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vii) of the Disclosure Schedule, provided that the Sellers shall retain copies of each of the foregoing, and provided, further, that if the Sellers are required by Law to retain the originals of such books, records, files and papers, they may do so and in such case they will provide the Buyer with copies thereof; (7viii) the routing deposits, advances, lease and transit number presently used by a majority rental expenses, pre-paid expenses, deferred charges, accrued rebates and credits and similar items set forth on the Final Amounts Schedule and which are not included in the Retained Assets; (ix) the licensed Intellectual Property listed in Section 2.01(a)(ix) of the Purchased Loans and Assumed Deposits Disclosure Schedule (collectively, the “Transferred Licensed Intellectual Property”), which Transferred Licensed Intellectual Property, for purposes of clarity, shall not include any ownership or other proprietary interest in any Intellectual Property of the Sellers or their Affiliates (including TCCC) not specifically set forth on Section 2.01(a)(ix) of the Disclosure Schedule or any goodwill or other intangible rights or assets relating to or associated with respect the Intellectual Property of the Sellers or their Affiliates (including TCCC); (x) the exclusive right for the Buyer to hold itself out as the purchaser of the Business (subject to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing limitations set forth in Section 5.12 and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(710.03), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number provided that such rights shall not be sold, assigned, transferred, conveyed, deemed to include any Intellectual Property (other than the Transferred Licensed Intellectual Property) of the Sellers or delivered to Purchaser hereundertheir Affiliates (including TCCC); (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9xi) all casualty insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all booksbenefits, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excludingif any, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action events occurring with respect to the Transferred Assets and Transferred Liabilitiesprior to the Closing; (12xii) all Coins of the Sellers’ rights under warranties, indemnities and Currency; andall similar rights against third parties to the extent related to any Transferred Assets; (13xiii) a 100% participation interest in subject to Section 2.01(b)(vi), all Tax Returns related solely to the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in Business or the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2xiv) all real property rights to causes of action, lawsuits, judgments, claims and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies demands of any other records as are necessary nature available to enable Seller to prepare and file tax returns and reports (10) or being pursued by the domain names and uniform resource locators (“urls”) owned Sellers, whether arising by Seller and any goodwill associated therewith; (11) any capital stock way of any Subsidiary of the Seller; (12) any claims claim, counterclaim or other rights to indemnification or other rights relatedotherwise, in each case, primarily related to the Excluded Business, the Transferred Assets or the Assumed Liabilities; (xv) all ▇▇▇▇▇ cash used in the Business, as identified on the relevant balance sheet; (xvi) those assets of the Business included within Net Working Capital or Other Assets and Excluded LiabilitiesLiabilities which are reflected as assets on the Final Amounts Schedule and which are not Retained Assets, but only to the extent of the amounts so included; and (13xvii) any the rights and other assets held with respect to listed in Section 2.01(a)(xvii) of the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Disclosure Schedule.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing, the Sellers shall (sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries to) selldelivered, assign, transfer, conveyto the Buyer, and deliver to Purchaserthe Buyer shall purchase, acquire and Purchaser shall purchase accept from Seller (or its applicable direct or indirect subsidiaries)the Sellers, possession free and clear of and any and all Liens except for Permitted Liens, all of the Sellers’ right, title and interest in, to and under the assets and properties of Seller (the Sellers primarily related to, or its applicable direct primarily used or indirect subsidiaries) primarily held for use in and to connection with, the Business, including the following assets and properties as the same shall exist as of the Closing (all of such assets and properties being sold, conveyed, assigned, transferred and delivered are referred to herein collectively as the “Transferred Assets”): (i) the owned real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Owned Real Property”), and, subject to Section 2.02, all rights and benefits of the Sellers with respect to the leased real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Leased Real Property”), together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located thereon, including those structures, facilities and improvements listed in Section 2.01(a)(i) of the Disclosure Schedule, and all easements, licenses, rights and appurtenances related to the foregoing; (ii) all finished goods, packaging materials and products for repacking operations, supplies and other inventories (including inventory located in vending equipment) primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(ii) of the Disclosure Schedule; (iii) all cold drink equipment and vending equipment primarily related to, or primarily used or primarily held for use in connection with, the Business, which equipment shall include all Transferred Fountain Equipment (collectively, the “TRANSFERRED ASSETSSubject Equipment”):), including the equipment described on Section 2.01(a)(iii) of the Disclosure Schedule; (1iv) all personal property owned by the Sellers and their interests therein primarily related to, or primarily used or primarily held for use in connection with, the Business, including the machinery, equipment (other than the Subject Equipment), furniture, furnishings, office equipment, communications equipment, forklifts, motorized vehicles, warehousing vehicles, trailers, spare and replacement parts, fuel, pre-mix and post-mix equipment and coolers, special event trailers, tools, beverage display and end aisle racks and advertising signs (illuminated and nonilluminated), point of sale materials and other tangible personal property (the “Tangible Personal Property”), including (A) those motorized vehicles, trailers, forklifts and warehousing vehicles listed on Section 2.01(a)(iv)-1 of the Disclosure Schedule and (B) those other items of personal property listed in Section 2.01(a)(iv)-2 of the Disclosure Schedule; (v) subject to Section 8.82.02 and other than any Excluded Contracts, including the receipt and except for any and all rights under any bottling, manufacturing, distribution, sales or other related contract or agreement for any TCCC brands and any of the applicable consents referred to thereingoodwill and other intangible rights or assets associated therewith, all rights under (A) the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations Material Contracts set forth on Schedule 2.1(a)(4)Section 3.12(a) of the Disclosure Schedule, (B) those contracts and each presently existing obligation of Seller to make additional extensions of credit agreements primarily entered into in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller the Business in the ordinary course of business that are not Material Contracts required to be disclosed on Section 3.12(a) of Seller and in compliance with the terms of Section 8.3 Disclosure Schedule or that are entered into between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) hereof and the Closing Date in accordance with Section 5.01 that Seller shall categorize would not be required to be so disclosed on Section 3.12(a) of the Disclosure Schedule had such contracts or agreements been in existence as of the ordinary course date hereof, (C) those contracts and agreements listed in Section 2.01(a)(v) of its business consistent the Disclosure Schedule, (D) any contract or agreement entered into between the date hereof and the Closing Date in accordance with past practices Section 5.01 which, had such contract or agreement been entered into prior to the date hereof, would have been a loan category Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule 2.1(a)(4(each, a “Pre-Closing Material Contract”) and which loan is made in compliance with the terms of Section 8.3(E) any Shared Contract, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in assigned to the Buyer pursuant to a Partial Assignment and Release under Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights 5.17 (collectively, the “PURCHASED LOANSAssumed Contracts”); (5vi) [intentionally omitted]subject to Section 2.02 and to the extent transferable, all Material Permits, Environmental Permits and all other licenses, permits and other governmental authorizations primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vi) of the Disclosure Schedule; (6vii) all Assumed Contractsthe original books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, quality control records and procedures, lists of customers, customer records and, as and to the extent provided in the Employee Matters Agreement, personnel and employment records, in each case, related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vii) of the Disclosure Schedule, provided that the Sellers shall retain copies of each of the foregoing, and provided, further, that if the Sellers are required by Law to retain the originals of such books, records, files and papers, they may do so and in such case they will provide the Buyer with copies thereof; (7viii) the routing deposits, advances, lease and transit number presently used by a majority rental expenses, pre-paid expenses, deferred charges, accrued rebates and credits and similar items set forth on the Final Amounts Schedule and which are not included in the Retained Assets; (ix) the licensed Intellectual Property listed in Section 2.01(a)(ix) of the Purchased Loans and Assumed Deposits Disclosure Schedule (collectively, the “Transferred Licensed Intellectual Property”), which Transferred Licensed Intellectual Property, for purposes of clarity, shall not include any ownership or other proprietary interest in any Intellectual Property of the Sellers or their Affiliates (including TCCC) not specifically set forth on Section 2.01(a)(ix) of the Disclosure Schedule or any goodwill or other intangible rights or assets relating to or associated with respect the Intellectual Property of the Sellers or their Affiliates (including TCCC); (x) the exclusive right for the Buyer to hold itself out as the purchaser of the Business (subject to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing limitations set forth in Section 5.12 and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(710.03), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number provided that such rights shall not be sold, assigned, transferred, conveyed, deemed to include any Intellectual Property (other than the Transferred Licensed Intellectual Property) of the Sellers or delivered to Purchaser hereundertheir Affiliates (including TCCC); (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9xi) all casualty insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all booksbenefits, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excludingif any, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action events occurring with respect to the Transferred Assets and Transferred Liabilitiesprior to the Closing; (12xii) all Coins of the Sellers’ rights under warranties, indemnities and Currency; andall similar rights against third parties to the extent related to any Transferred Assets; (13xiii) a 100% participation interest in subject to Section 2.01(b)(vi), all Tax Returns related solely to the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in Business or the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2xiv) all real property rights to causes of action, lawsuits, judgments, claims and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies demands of any other records as are necessary nature available to enable Seller to prepare and file tax returns and reports (10) or being pursued by the domain names and uniform resource locators (“urls”) owned Sellers, whether arising by Seller and any goodwill associated therewith; (11) any capital stock way of any Subsidiary of the Seller; (12) any claims claim, counterclaim or other rights to indemnification or other rights relatedotherwise, in each case, primarily related to the Excluded Business, the Transferred Assets or the Assumed Liabilities; (xv) all ▇▇▇▇▇ cash used in the Business, as identified on the relevant balance sheet; (xvi) those assets of the Business included within Net Working Capital or Other Assets and Excluded LiabilitiesLiabilities which are reflected as assets on the Final Amounts Schedule and which are not Retained Assets, but only to the extent of the amounts so included; (xvii) subject to Section 2.01(b)(xv), all assets of the types referred to in Sections 2.01(a)(ii)-(xvi) above located at or relating to the Cleveland Fleet Center; and (13xviii) any the rights and other assets held with respect to listed in Section 2.01(a)(xviii) of the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Disclosure Schedule.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing, the Sellers shall (sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries to) selldelivered, assign, transfer, conveyto the Buyer, and deliver to Purchaserthe Buyer shall purchase, acquire and Purchaser shall purchase accept from Seller (or its applicable direct or indirect subsidiaries)the Sellers, possession free and clear of and any and all Liens except for Permitted Liens, all of the Sellers’ right, title and interest in, to and under the assets and properties of Seller (the Sellers primarily related to, or its applicable direct primarily used or indirect subsidiaries) primarily held for use in and to connection with, the Business, including the following assets and properties as the same shall exist as of the Closing (all of such assets and properties being sold, conveyed, assigned, transferred or delivered are referred to herein collectively as the “Transferred Assets”): (i) the owned real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Owned Real Property”), and, subject to Section 2.02, all rights and benefits of the Sellers under the leases governing the leased real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Leased Real Property”), together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located thereon, including those structures, facilities and improvements listed in Section 2.01(a)(i) of the Disclosure Schedule, and all easements, licenses, rights and appurtenances related to the foregoing; (ii) all finished goods, packaging materials and products for repacking operations, supplies and other inventories (including inventory located in vending equipment) primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(ii) of the Disclosure Schedule; (iii) all cold drink equipment and vending equipment primarily related to, or primarily used or primarily held for use in connection with, the Business, which equipment shall include all Transferred Fountain Equipment (collectively, the “TRANSFERRED ASSETSSubject Equipment”):), including the equipment described on Section 2.01(a)(iii) of the Disclosure Schedule; (1iv) all personal property owned by the Sellers and their interests therein primarily related to, or primarily used or primarily held for use in connection with, the Business, including the machinery, equipment (other than the Subject Equipment), furniture, furnishings, office equipment, communications equipment, forklifts, motorized vehicles, warehousing vehicles, trailers, spare and replacement parts, fuel, pre-mix and post-mix equipment and coolers, special event trailers, tools, beverage display and end aisle racks and advertising signs (illuminated and nonilluminated), point of sale materials and other tangible personal property (the “Tangible Personal Property”), including (A) those motorized vehicles, trailers, forklifts and warehousing vehicles listed on Section 2.01(a)(iv)-1 of the Disclosure Schedule and (B) those other items of personal property listed in Section 2.01(a)(iv)-2 of the Disclosure Schedule; (v) subject to Section 8.82.02 and other than any Excluded Contracts, including the receipt and except for any and all rights under any bottling, manufacturing, distribution, sales or other related contract or agreement for any TCCC brands and any of the applicable consents referred to thereingoodwill and other intangible rights or assets associated therewith, all rights under (A) the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations Material Contracts set forth on Schedule 2.1(a)(4)Section 3.12(a) of the Disclosure Schedule, (B) those contracts and each presently existing obligation of Seller to make additional extensions of credit agreements primarily entered into in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller the Business in the ordinary course of business that are not Material Contracts required to be disclosed on Section 3.12(a) of Seller and in compliance with the terms of Section 8.3 Disclosure Schedule or that are entered into between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) hereof and the Closing Date in accordance with Section 5.01 that Seller shall categorize would not be required to be so disclosed on Section 3.12(a) of the Disclosure Schedule had such contracts or agreements been in existence as of the ordinary course of its business consistent date hereof, (C) any contract or agreement entered into between the date hereof and the Closing Date in accordance with past practices Section 5.01 which, had such contract or agreement been entered into prior to the date hereof, would have been a loan category Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule 2.1(a)(4(each, a “Pre-Closing Material Contract”) and which loan is made in compliance with the terms of Section 8.3(D) any Shared Contract, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in assigned to the Buyer pursuant to a Partial Assignment and Release under Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights 5.17 (collectively, the “PURCHASED LOANSAssumed Contracts”); (5vi) [intentionally omitted]subject to Section 2.02 and to the extent transferable, all Material Permits, Environmental Permits and all other licenses, permits and other governmental authorizations primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vi) of the Disclosure Schedule; (6vii) all Assumed Contractsthe original books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, quality control records and procedures, lists of customers, customer records and, as and to the extent provided in the Employee Matters Agreement, personnel and employment records, in each case, related to, or primarily used or primarily held for use in connection with, the Business, provided that the Sellers shall retain copies of each of the foregoing, and provided, further, that if the Sellers are required by Law to retain the originals of such books, records, files and papers, they may do so and in such case they will provide the Buyer with copies thereof; (7viii) the routing deposits, advances, lease and transit number presently used by a majority rental expenses, pre-paid expenses, deferred charges, accrued rebates and credits and similar items set forth on the Final Amounts Schedule and which are not included in the Retained Assets; (ix) the licensed Intellectual Property listed in Section 2.01(a)(ix) of the Purchased Loans and Assumed Deposits Disclosure Schedule (collectively, the “Transferred Licensed Intellectual Property”), which Transferred Licensed Intellectual Property, for purposes of clarity, shall not include any ownership or other proprietary interest in any Intellectual Property of the Sellers or their Affiliates (including TCCC) not specifically set forth on Section 2.01(a)(ix) of the Disclosure Schedule or any goodwill or other intangible rights or assets relating to or associated with respect the Intellectual Property of the Sellers or their Affiliates (including TCCC); (x) the exclusive right for the Buyer to hold itself out as the purchaser of the Business (subject to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing limitations set forth in Section 5.12 and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(710.03), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number provided that such rights shall not be sold, assigned, transferred, conveyed, deemed to include any Intellectual Property (other than the Transferred Licensed Intellectual Property) of the Sellers or delivered to Purchaser hereundertheir Affiliates (including TCCC); (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9xi) all casualty insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all booksbenefits, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excludingif any, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action events occurring with respect to the Transferred Assets and Transferred Liabilitiesprior to the Closing; (12xii) all Coins of the Sellers’ rights under warranties, indemnities and Currency; andall similar rights against third parties to the extent related to any Transferred Assets; (13xiii) a 100% participation interest in subject to Section 2.01(b)(vi), all Tax Returns related solely to the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in Business or the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2xiv) all real property rights to causes of action, lawsuits, judgments, claims and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies demands of any other records as are necessary nature available to enable Seller to prepare and file tax returns and reports (10) or being pursued by the domain names and uniform resource locators (“urls”) owned Sellers, whether arising by Seller and any goodwill associated therewith; (11) any capital stock way of any Subsidiary of the Seller; (12) any claims claim, counterclaim or other rights to indemnification or other rights relatedotherwise, in each case, primarily related to the Excluded Business, the Transferred Assets or the Assumed Liabilities; (xv) all ▇▇▇▇▇ cash used in the Business, as identified on the relevant balance sheet; (xvi) those assets of the Business included within Net Working Capital or Other Assets and Excluded LiabilitiesLiabilities which are reflected as assets on the Final Amounts Schedule and which are not Retained Assets, but only to the extent of the amounts so included; and (13xvii) any the rights and other assets held with respect to listed in Section 2.01(a)(xvii) of the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Disclosure Schedule.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing, GE shall, and shall (cause the other Asset Sellers to, sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect delivered, to the Acquiror (or upon the Acquiror’s request, to one or more wholly-owned subsidiaries to) sellof the Acquiror as designated by the Acquiror), assignfree and clear of all Liens, transfer, conveyexcept for Permitted Liens, and deliver to Purchaserthe Acquiror shall purchase, acquire and accept from GE and the other Asset Sellers, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used primarily in the conduct of the operation of the Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Reference Statement of Net Current Assets and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and Purchaser shall purchase from Seller all assets of the Business acquired by the Asset Sellers after the date of the Reference Statement of Net Current Assets and prior to the Closing as permitted by this Agreement (or its applicable direct or indirect subsidiariescollectively, the “Transferred Assets”), possession of and any and including all right, title and interest of Seller the Asset Sellers in, to and under: (i) all personal property and interests therein, including machinery, equipment, tools, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or its applicable direct held for use primarily in the conduct of the operation of the Business, including the items listed in Section 2.02(a)(i) of the Disclosure Schedule; (ii) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or indirect subsidiaries) held for resale in and to the following assets conduct of the operation of the Business, together with related packaging materials (collectively, the “TRANSFERRED ASSETS”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISESInventory”); (2iii) subject to Section 2.03, all Personal Property and all Personal Property Leases, a complete and accurate list of which as rights that relate to the Business (the “Assumed Contract Rights”) under Contracts listed in Section 2.02(a)(iii) of the date of this Agreement is listed on Schedule 2.1(a)(2)Disclosure Schedule; (3iv) Seller’s rights to all telephone numbers associated with the Branchowned and leased real property listed in Section 2.02(a)(iv) of the Disclosure Schedule; (4v) those loans all accounts, drafts, notes and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date other receivables that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior relate to the Closing Date; in each case including Business; (vi) all expenses that have been prepaid by the collateral therefor and (except Asset Sellers to the extent relating to the Business, including ad valorem Taxes and lease and rental payments; (vii) all of the Asset Sellers’ causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers’ and vendors’ warranties; (viii) all Business Patents and Business Trademarks owned by the Asset Sellers; (ix) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Business by the Business Subsidiaries and all other transferable licenses, permits or other governmental authorizations used primarily in the conduct of the operation of the Business; (x) to the extent they relate to the Business, all books, records, files and papers, whether in hard copy or computer format, used primarily in the conduct of the operation of the Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, copies of any information relating to Taxes imposed on the Business, and to the extent not prohibited by applicable law, personnel and employment records; (xi) except as set forth in Section 2.1(b)2.02(b)(xi) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans Disclosure Schedule, all computer programs, source code, software and Assumed Deposits with respect to the Assumed Deposits; provideddata, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all booksmachine readable code, records printed listings of code, documentation and documents contemplated related property and information, owned by Section 2.6, but excluding, to the extent permitted by law, one original set Asset Sellers and used in the conduct of the personnel files relating to operation of the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and CurrencyBusiness; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1xii) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of with the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Business.

Transferred Assets. (a) As of Upon the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Seller and Selling Subsidiary shall (or and, where applicable, shall cause its applicable direct or indirect subsidiaries their respective Subsidiaries to) sell, transfer, assign, transfer, convey, convey and deliver to PurchaserBuyer or one or more of its Subsidiaries, and Purchaser Buyer shall purchase (and, where applicable, shall cause its Subsidiaries to) purchase, acquire and accept from Seller (or its applicable direct or indirect subsidiaries)Seller, possession of Selling Subsidiary and any and their respective Subsidiaries, all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in Seller, Selling Subsidiary and their respective Subsidiaries in, to the following assets (collectively, the “TRANSFERRED ASSETS”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing all of the assets, properties and transit number are to be transferred by Seller to such routing rights (including contractual rights) of every kind and transfer number no less than 60 days prior to the Closing Datedescription, real, personal or mixed, tangible or intangible, wherever located, and (b) unless Purchaser shall consent to whether or not reflected on the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, financial statements or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and or any of its Subsidiaries Subsidiaries, exclusively used in the Business as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned it is operated by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary its Subsidiaries as of the Seller; date hereof and on the Closing Date and (12b) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Transferred PCIe Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETSTransferred Assets”), free and clear of all Liens. Notwithstanding anything to the contrary in this Agreement, the phrase “used exclusively” (or similar references), when used with respect to the Business, the Business Products, or the Transferred PCIe Assets, shall mean used exclusively with respect to all (or any subset of) the Business, the Business Products, and/or the Transferred PCIe Assets collectively as a whole. For the avoidance of doubt, (X) no asset of Seller or its Subsidiaries shall be excluded from the Transferred Assets because it is used in both the Business and in Seller’s or its Subsidiaries’ PCIe Switches or PCIe Retimers and (Y) if an asset of Seller or its Subsidiaries is used in both the Business and in Seller’s or its Subsidiaries’ PCIe Switches or PCIe Retimers (but in no other businesses, products or services of Seller or its Subsidiaries), then such asset would be deemed to be used exclusively in the Business and used exclusively with respect to the Transferred PCIe Assets. Without limiting the generality of the foregoing, the Transferred Assets shall include the following, whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller’s or any Affiliate of Seller’s financial statements: (a) all Business Products; (b) all Transferred Tangible Property; (c) all Transferred Inventory; (d) all Transferred IP; (e) all Transferred Leases; (f) all Transferred Contracts; (g) all Transferred Permits; (h) all Transferred Books and Records; (i) all Transferred Claims; (j) all assets set forth on Schedule 1.1(j); and (k) copies of all files and records associated with Transferred Employees.

Transferred Assets. (a) As of the Effective Time, Subject to and subject to upon the terms and conditions set forth hereinin this Master Agreement, Seller shall (at the Closing, ▇▇▇▇▇▇ shall, or shall cause its applicable direct or indirect subsidiaries the other Sellers to) , sell, assign, transfer, convey, convey and deliver to PurchaserBuyer (or, as to certain assets selected by Buyer, at Buyer's written request to ▇▇▇▇▇▇ five (5) Business Days prior to the Closing Date, to Parent), and Purchaser Buyer and Parent shall purchase and acquire from Seller (or its applicable direct or indirect subsidiaries)each Seller, possession of and any and all right, title and interest of each Seller (or its applicable direct or indirect subsidiaries) in and to all of the following properties, assets, contracts and rights constituting or primarily used or held primarily for use in the Business (other than the Excluded Assets), wherever such assets, properties and rights are located and whether such assets are real, personal or mixed, tangible or intangible, matured or unmatured, known or unknown, contingent or fixed, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Sellers' books or financial statements (collectively, the “TRANSFERRED ASSETS”"Transferred Assets"), including, without limitation, the assets listed below (as listed below, the Transferred Assets include properties, contracts, rights and assets owned by the Transferred Subsidiaries and all such properties, contracts, rights and assets shall be transferred indirectly by transferring the capital stock of the Transferred Subsidiaries): (1a) subject to Section 8.8, including the receipt all of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”Fixed Assets described on Schedule 2.1(a); (2b) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date Owned Real Estate; (c) the assets and rights conveyed pursuant to the terms of this Agreement is the IP Transfer Agreements; (d) all ownership interests in the Transferred Subsidiaries listed on Schedule 2.1(a)(22.1(d); (3e) Seller’s rights to all telephone numbers associated with of the BranchAssumed Contract Obligations, including those under the Material Contracts listed on Schedule 4.11; (4f) those loans and purchased loan participations set forth on Schedule 2.1(a)(4all inventory, wherever located (including inventory in transit), including, without limitation, all the raw materials, work in process, recycled materials, finished products, supplies, and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal spare parts located at the Manufacturing Facilities or extension by Seller elsewhere and primarily used or held primarily for use in the ordinary course conduct of business the Business, including items of the type and nature of the materials identified as inventory in the Baseline Financial Statements; (g) all of the furniture and office equipment, including desks, tables, chairs, file cabinets and other storage devices, communications equipment, computers and office supplies which are owned or leased by a Seller and in compliance with located at the terms of Section 8.3 between the date of Schedule 2.1(a)(4) Transferred Facilities or elsewhere and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize are primarily used or held primarily for use in the ordinary course conduct of its business consistent with past practices the Business, or that are in transit to or temporarily removed from a loan category set forth on Schedule 2.1(a)(4) location specified above and which loan is made in compliance with would otherwise be included among the terms items identified above; (h) all of Section 8.3, the prepaid expenses and each obligation security deposits reflected on the Audited Closing Balance Sheet; (i) all of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller Books and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and Records; (except j) to the extent set forth their transfer is permitted by Applicable Law, all Governmental Approvals primarily used or held primarily for use in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectivelyTransferred Facilities or the Business, the “PURCHASED LOANS”)including all applications therefor; (5k) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by lawtransferable, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true all rights under express or implied warranties and complete copies thereof); licenses from Sellers' suppliers (11including manufacturers and distributors) all claims, counter-claims and causes of action with respect to the Transferred Assets and any related claims, credits, rights of recovery and set-off with respect to such items; (l) all rights to causes of action, lawsuits, claims and demands of any nature available to the Business Entities that relate primarily to the Transferred Assets (it being understood that Buyer's rights to causes of action, lawsuits, claims and demands in respect of Patents and Intangible Property Rights are governed by the IP Transfer Agreements) or the Assumed Liabilities; (12m) to the extent transferable, all guarantees, warranties, indemnities and similar rights in favor of Sellers in connection with the Transferred Assets and any related claims, credits, rights of recovery and set-off with respect thereto; (n) the Policies; (o) all Coins and Currency; andof the Leased Real Estate, except for the Retained Leased Real Estate; (13p) a 100% participation interest all of the motor vehicles, whether or not licensed or registered to operate on public highways, including automobiles, trucks, self-propelled carts, and other motorized lifting, material handling or transporting equipment and all spare parts, fuel and other supplies, tools and other items used in the Letters operation or maintenance thereof which are owned or leased by a Seller and located at the Transferred Facilities or elsewhere and which are primarily used or held for use primarily in the conduct of Credit as contemplated by Section 8.19(b).the Business, or which are in transit to or temporarily removed from a location specified above and which would otherwise be included among the items described above; (bq) All all rights of the Business Entities to any insurance proceeds relating to the damage, destruction or impairment of assets or other rights described in this Section 2.1 which would have been Transferred Assets but for such damage, destruction or impairment prior to the Closing; (r) all assets of Seller shall not be (other than Excluded Assets) reflected in the April 2, 1999 balance sheet which is included in the Transferred AssetsBaseline Financial Statements, together with all replacements thereof, all expansions, enhancements and shall not be transferred hereunder, including: modifications thereto and all assets (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any Excluded Assets) of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due like character that have been or are classified acquired by Seller as non-accrual; (2) all real property the Business Entities subsequent to such balance sheet date and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date, primarily for use in the Business, except to the extent such assets have been disposed of in the ordinary course of business on or after such date; (7s) all contracts and agreements other than Assumed Contractsforeign currency ▇▇▇▇▇▇ related primarily to the operations of the Business; (8) any insurance policies issued to Seller and any claims under such policies (9t) all minute booksthe items, organizational documentsif any, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewithlisted on Schedule 2.1(t); (11u) any capital stock of any Subsidiary unrestricted cash on deposit in the United States, as of the Sellerclose of business on the Closing Date, in the amount of $2,000,000; (12v) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities[RESERVED]; and (13w) any cash (to be transferred to Buyer at the time other assets held of ▇▇▇▇▇▇ Semiconductor GmbH (Germany) are transferred to Buyer) in Germany in an amount equivalent to the amount accrued as of the Closing Date, as reflected in the Audited Closing Balance Sheet, for all German pension obligations including that disclosed on Schedule 4.18.2 and unrestricted cash in the United States in an amount equivalent to the amount accrued as of the Closing Date, as reflected in the Audited Closing Balance Sheet, for obligations with respect to Transferred Employees, whether based inside or outside the Benefit Plans United States, under ▇▇▇▇▇▇' supplemental employee retirement plan. In addition to the foregoing, Sellers shall sublease to Buyer all or such portions of the Retained Leased Real Estate as Sellers and Buyer may mutually agree in writing upon prior to the Closing (other than personnel files or similar records contemplated by Section 2.1(a)(10)); all of such subleased real estate, the "Subleased Real Estate") under and pursuant to subleases in form and substance mutually acceptable to Sellers and Buyer (collectively, the “EXCLUDED ASSETS”"Subleases") and, except where specifically excluded, as used herein the term "Transferred Assets" includes the Subleased Real Estate. The assets to be acquired by Parent shall consist of the Intellectual Property as may be specified in accordance with Section 2.1, and if the fair market value of the Intellectual Property shall be less than ninety million dollars ($90,000,000), with such difference in value being called the Parent Additional Assets Value, the Parent will acquire additional Transferred Assets having an aggregate fair market value equal to the Parent Additional Assets Value. The assets acquired by Parent (other than certain Intellectual Property determined by Parent) shall be transferred by Parent to Buyer as a capital contribution immediately following the Closing, and Parent hereby directs that ▇▇▇▇▇▇ transfer at Closing such assets directly to Buyer on its behalf. All other Transferred Assets shall be acquired directly by Buyer from ▇▇▇▇▇▇. Buyer shall be permitted to have the acquisition of any Transferred Subsidiary not formed or incorporated in a state of the United States to be made by a wholly-owned subsidiary of Buyer incorporated under the laws of any jurisdiction, including, but not limited to, the laws of Malaysia.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement and the Local Transfer Agreements and subject to the exclusions set forth in Section 2.01(b) and to Section 2.02, at the Closing, Seller shall, and shall (cause each of the other Seller Parties to, sell, convey, assign, transfer and deliver to Buyer or one or more of Buyer’s Affiliates designated by Buyer in writing to Seller, and Buyer shall, or shall cause its applicable direct or indirect subsidiaries one of such Affiliates to) sell, assignpurchase, transferacquire and accept from the Seller Parties, convey, and deliver to Purchaser, and Purchaser shall purchase from all of the Seller (or its applicable direct or indirect subsidiaries), possession of and any and all Parties’ right, title and interest in, to and under the following assets, properties and rights owned or held by the applicable Seller Party, free and clear of Seller all Liens (or its applicable direct or indirect subsidiaries) in and other than Permitted Liens), as the same shall exist immediately prior to the following assets Effective Time (collectively, the “TRANSFERRED ASSETSTransferred Assets”):), whether directly or through the transfer of a Transferred Entity as contemplated by Section 2.05: (1i) subject to Section 8.8, including (A) the receipt of the applicable consents referred to therein, the lease of owned real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ set forth on Schedule 2.01(a)(i)(A) (the “BRANCHTransferred Owned Real Property”), together with all buildings, structures, improvements, easements thereon, therein or thereto, and such lease relating to other rights and interests appurtenant thereto, and (B) the Branchleasehold, subleasehold or license interests of the “BRANCH LEASE”); and the premises leased Seller Parties under the Branch Lease real property leases, subleases or licenses set forth on Schedule 2.01(a)(i)(B) (the “LEASED PREMISESTransferred Leased Real Property”); (2ii) all Personal Property rights, benefits and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); interests under (3A) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations contracts or agreements set forth on Schedule 2.1(a)(42.01(a)(ii) and all other contracts or agreements Related to the Business to which any Seller Party is a party (excluding any Shared Contracts), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4(B) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except Shared Contracts to the extent set forth in allocated or assigned to Buyer or an Affiliate of Buyer pursuant to Section 2.1(b)2.02(b) and (C) the servicing rights thereunder real property leases, subleases and licenses for which Seller has retained servicing rights the Transferred Leased Real Property (the “Transferred Real Property Leases”) (clauses (A), (B) and (C) collectively, the “PURCHASED LOANSAssumed Contracts”); (5iii) [intentionally omitted]all Business Intellectual Property and Business Technology; (6iv) (A) all Assumed ContractsTransferred Permits, Transferred Product Authorizations, transferable Product Authorization Data that is in the possession or control of a Seller Party, (B) rights to apply and transferrable applications for Permits or Product Authorizations that are Related to the Business, (C) all rights to develop, manufacture and commercialize in the Aqua Health Field Products that are not subject to any Product Authorization that is in full force and effect (for the avoidance of doubt, excluding any right to real property, contracts and agreements, Intellectual Property or tangible personal property other than as included in Transferred Assets), and (D) all dossiers relating to any asset described in clause (A), (B) or (C) that are Related to the Business; (7v) the routing Transferred Inventory; (vi) Transferred Prepaid Expenses; (vii) other than Inventory, all tangible personal property of any kind, including machinery, equipment, furniture, fixtures, office equipment and transit number presently used by a majority of the Purchased Loans supplies, communications equipment, vehicles, leasehold improvements, goods, hardware, electronic devices (including computers) and Assumed Deposits with respect related equipment, repair, replacement and spare parts and tools, in each case Related to the Assumed Deposits; providedBusiness; (viii) subject to compliance with applicable Law, howeverthe Transferred Books and Records and the Business Employee Records (it being understood that Seller may retain copies of all such records subject to Section 6.03(b)); (ix) all assets, that (a) any Assumed Deposits not utilizing such routing rights and transit number are properties expressly to be transferred pursuant to Article VIII hereof; (x) the Transferred Equity Interests (if any); (xi) labeling, advertising, marketing, sales and promotional materials, in each case that are in the physical or electronic possession of or under the control of, a Seller Party as of the Closing Date and that are Related to the Business (the “Specified Marketing Materials”); provided that use of any and all Seller Names and Seller Marks included in the Specified Marketing Materials shall be subject to the Transitional Trademark License Agreement; (xii) the assets listed on Schedule 2.01(a)(xii) (the “Transferred R&D Assets”); (xiii) all rights under all confidentiality agreements or any portion thereof, in each case to the extent related to the Business, Transferred Assets, Assumed Liabilities, or Transferred Entities, including such agreements with prospective purchasers of the Business, Transferred Assets, Assumed Liabilities, or Transferred Entities; (xiv) all net insurance proceeds received by a Seller to Party (after deducting reasonable and documented out of pocket costs and expenses incurred in obtaining such routing and transfer number no less than 60 days proceeds) prior to, on or following the Closing Date under any insurance policy written prior to the Closing Datein connection with (A) the loss, and (b) unless Purchaser shall consent to the exclusion damage, destruction or condemnation of one such routing and transit number from the scope any of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets from and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest in after the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on date hereof or prior to the Closing Datethat is, or would have been but for such loss, damage, destruction or condemnation, included in the Transferred Assets or (B) any Assumed Liability (other than, in the case of this clause (B), insurance proceeds that are directly or indirectly funded by Seller or its Affiliates through self-insurance or a captive insurance entity); (7xv) to the extent transferrable, all contracts and agreements other than Assumed Contractsgoodwill of the Business or of the Selling Parties Relating to the Business; (8) any insurance policies issued to Seller and any claims under such policies (9xvi) all minute books, organizational documents, stock registers causes of action (including counterclaims) and such other books and records of Seller and defenses against third parties to the extent relating to any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Transferred Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Assumed Liabilities; and (13xvii) all assets, properties, rights, Claims, lawsuits, judgments, defenses, indemnification rights, rights of recovery, rights of set-off and legal privileges of any nature (including the right to sue for, collect and recover for past infringement or misappropriation of Business Intellectual Property) and in each case, other than the categories of assets held with respect set forth above in clauses (i) through(xvi), whether real, personal or mixed, tangible or intangible, of any Seller Party that are Related to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Business.

Transferred Assets. (a) As The Transferred Assets include all of the Effective Timerights and properties, other than the Excluded Assets, owned, used or held for use by Seller and subject reasonably necessary to operate the Systems as currently operated by Seller and to provide cable television service to the terms Systems' Customers as currently provided. Seller has good and conditions set forth herein, Seller shall marketable title (or shall cause its applicable direct in the case of Owned Real Estate good and marketable, indefeasible, fee simple title or indirect subsidiaries toin the case of Leased Real Estate or leased equipment, a valid leasehold interest) sell, assign, transfer, convey, and deliver to Purchaser, and Purchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries), possession of and any and all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets Transferred Assets, free and clear of any Liens, except for Liens to be released before Closing and (collectivelya) Liens for general taxes and assessments and governmental charges not yet due and payable; (b) minor encumbrances which do not affect the transferability, the “TRANSFERRED ASSETS”): value or continued use thereof as currently used by Seller; (1c) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, Liens and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations exceptions set forth on Schedule 2.1(a)(44.6(a); and (d) in the case of the Real Estate, (i) any Real --------------- Estate Leases pursuant to which Seller is the lessor, (ii) municipal and zoning ordinances, (iii) such rights-of-way as do not interfere with the present use of the property, and each presently existing obligation (iv) easements for public utilities, recorded building and use restrictions and covenants, and other minor encumbrances, provided none of Seller to make additional extensions the foregoing interfere with the value or continued use of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension the property subject thereto as currently operated by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4(clauses (a) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4through (d) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b"Permitted Liens"). (b) All other assets Except as set forth on Schedule 4.6(b), Seller has not received --------------- any written notice or claim of any breach, default or termination and Seller shall not be included in the Transferred Assetshas no knowledge of any fact giving rise to a breach, and shall not be transferred hereunderdefault or termination, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and with respect to any of the Purchased Loans whichLeased Real Estate, as the breach, default or termination of which would have a materially adverse effect on any of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded LiabilitiesSystems, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held no special assessments have been made with respect to the Benefit Plans (Owned Real Estate or, to Seller's knowledge, the Leased Real Estate, by any Governmental Authority. The Owned Real Estate, and to Seller's knowledge, the Leased Real Estate, conform in all material respects with applicable building, zoning, environmental, land use and other than personnel files Legal Requirements and Orders which affect the Real Estate. Schedule 4.6(b) sets --------------- forth a true and complete list of the Real Estate, including the legal descriptions of all Owned Real Estate included in the Real Estate. True and correct copies of all deeds pertaining to the Owned Real Estate set forth on Schedule 4.6(b) have been delivered or made available to Buyer. --------------- Except as set forth in Schedule 4.6(b), no condemnation, eminent domain, --------------- zoning or similar records contemplated by Section 2.1(a)(10)); (collectivelyproceedings are pending, or, to Seller's knowledge, threatened with respect to the Owned Real Estate or, to Seller's knowledge, the “EXCLUDED ASSETS”Leased Real Estate. The improvements located on the Real Estate, generally are in good operating condition and repair, ordinary wear and tear excepted, and are currently maintained, are available for immediate use in the conduct of the business or operations of the Systems in the manner currently conducted by Seller and comply in all material respects with all applicable building or zoning codes or regulations. All material occupancy and other certificates and permits necessary to the present lawful use and occupancy of the Owned Real Estate and to Seller's knowledge, the Leased Real Estate, and the Equipment thereon, have been issued and are in full force and effect and Seller is in compliance in all material respects with respect thereto. Seller has complied with all written notices or orders to correct violations of Legal Requirements or Orders issued to Seller against or affecting any of the Owned Real Estate or any of the Leased Real Estate during Seller's occupancy or use thereof. All of the Real Estate has practical access to public roads and has all utilities and other services necessary to the operation of the Systems as currently conducted. To Seller's knowledge, Seller has not received any request or notice to relocate, remove or reinstall any of its head-end facilities which has not been resolved, except as set forth on Schedule 4.6(b). To Seller's knowledge, except as --------------- set forth on Schedule 4.6(b), all Real Estate includes all material --------------- easements, material rights of way and other material interests in real property necessary in the business and the operations of the Systems as currently conducted, all of which are valid and in full force and effect.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing, the Sellers shall (sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries to) selldelivered, assign, transfer, conveyto the Buyer, and deliver to Purchaserthe Buyer shall purchase, acquire and Purchaser shall purchase accept from Seller (or its applicable direct or indirect subsidiaries)the Sellers, possession free and clear of and any and all Liens except for Permitted Liens, all of the Sellers’ right, title and interest in, to and under the assets and properties of Seller (the Sellers primarily related to, or its applicable direct primarily used or indirect subsidiaries) primarily held for use in and to connection with, the Business, including the following assets and properties as the same shall exist as of the Closing (all of such assets and properties being sold, conveyed, assigned, transferred and delivered are referred to herein collectively as the “Transferred Assets”): (i) the owned real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Owned Real Property”), and, subject to Section 2.02, all rights and benefits of the Sellers under the leases governing the leased real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Leased Real Property”), together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located thereon, including those structures, facilities and improvements listed in Section 2.01(a)(i) of the Disclosure Schedule, and all easements, licenses, rights and appurtenances related to the foregoing; (ii) all finished goods, packaging materials and products for repacking operations, supplies and other inventories (including inventory located in vending equipment) primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(ii) of the Disclosure Schedule; (iii) all cold drink equipment and vending equipment primarily related to, or primarily used or primarily held for use in connection with, the Business, which equipment shall include all Transferred Fountain Equipment (collectively, the “TRANSFERRED ASSETSSubject Equipment”):), including the equipment described on Section 2.01(a)(iii) of the Disclosure Schedule; (1iv) all personal property owned by the Sellers and their interests therein primarily related to, or primarily used or primarily held for use in connection with, the Business, including the machinery, equipment (other than the Subject Equipment), furniture, furnishings, office equipment, communications equipment, forklifts, motorized vehicles, warehousing vehicles, trailers, spare and replacement parts, fuel, pre-mix and post-mix equipment and coolers, special event trailers, tools, beverage display and end aisle racks and advertising signs (illuminated and nonilluminated), point of sale materials and other tangible personal property (the “Tangible Personal Property”), including (A) those motorized vehicles, trailers, forklifts and warehousing vehicles listed on Section 2.01(a)(iv)-1 of the Disclosure Schedule and (B) those other items of personal property listed in Section 2.01(a)(iv)-2 of the Disclosure Schedule; (v) subject to Section 8.82.02 and other than any Excluded Contracts, including the receipt and except for any and all rights under any bottling, manufacturing, distribution, sales or other related contract or agreement for any TCCC brands and any of the applicable consents referred to thereingoodwill and other intangible rights or assets associated therewith, all rights under (A) the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations Material Contracts set forth on Schedule 2.1(a)(4)Section 3.12(a) of the Disclosure Schedule, (B) those contracts and each presently existing obligation of Seller to make additional extensions of credit agreements primarily entered into in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller the Business in the ordinary course of business that are not Material Contracts required to be disclosed on Section 3.12(a) of Seller and in compliance with the terms of Section 8.3 Disclosure Schedule or that are entered into between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) hereof and the Closing Date in accordance with Section 5.01 that Seller shall categorize would not be required to be so disclosed on Section 3.12(a) of the Disclosure Schedule had such contracts or agreements been in existence as of the ordinary course date hereof, (C) those contracts and agreements listed in Section 2.01(a)(v) of its business consistent the Disclosure Schedule, (D) any contract or agreement entered into between the date hereof and the Closing Date in accordance with past practices Section 5.01 which, had such contract or agreement been entered into prior to the date hereof, would have been a loan category Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule 2.1(a)(4(each, a “Pre-Closing Material Contract”) and which loan is made in compliance with the terms of Section 8.3(E) any Shared Contract, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in assigned to the Buyer pursuant to a Partial Assignment and Release under Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights 5.17 (collectively, the “PURCHASED LOANSAssumed Contracts”); (5vi) [intentionally omitted]subject to Section 2.02 and to the extent transferable, all Material Permits, Environmental Permits and all other licenses, permits and other governmental authorizations primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vi) of the Disclosure Schedule; (6vii) all Assumed Contractsthe original books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, quality control records and procedures, lists of customers, customer records and, as and to the extent provided in the Employee Matters Agreement, personnel and employment records, in each case, related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vii) of the Disclosure Schedule, provided that the Sellers shall retain copies of each of the foregoing, and provided, further, that if the Sellers are required by Law to retain the originals of such books, records, files and papers, they may do so and in such case they will provide the Buyer with copies thereof; (7viii) the routing deposits, advances, lease and transit number presently used by a majority rental expenses, pre-paid expenses, deferred charges, accrued rebates and credits and similar items set forth on the Final Amounts Schedule and which are not included in the Retained Assets; (ix) the licensed Intellectual Property listed in Section 2.01(a)(ix) of the Purchased Loans and Assumed Deposits Disclosure Schedule (collectively, the “Transferred Licensed Intellectual Property”), which Transferred Licensed Intellectual Property, for purposes of clarity, shall not include any ownership or other proprietary interest in any Intellectual Property of the Sellers or their Affiliates (including TCCC) not specifically set forth on Section 2.01(a)(ix) of the Disclosure Schedule or any goodwill or other intangible rights or assets relating to or associated with respect the Intellectual Property of the Sellers or their Affiliates (including TCCC); (x) the exclusive right for the Buyer to hold itself out as the purchaser of the Business (subject to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing limitations set forth in Section 5.12 and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(710.03), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number provided that such rights shall not be sold, assigned, transferred, conveyed, deemed to include any Intellectual Property (other than the Transferred Licensed Intellectual Property) of the Sellers or delivered to Purchaser hereundertheir Affiliates (including TCCC); (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9xi) all casualty insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all booksbenefits, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excludingif any, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action events occurring with respect to the Transferred Assets and Transferred Liabilitiesprior to the Closing; (12xii) all Coins of the Sellers’ rights under warranties, indemnities and Currency; andall similar rights against third parties to the extent related to any Transferred Assets; (13xiii) a 100% participation interest in subject to Section 2.01(b)(vi), all Tax Returns related solely to the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in Business or the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2xiv) all real property rights to causes of action, lawsuits, judgments, claims and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies demands of any other records as are necessary nature available to enable Seller to prepare and file tax returns and reports (10) or being pursued by the domain names and uniform resource locators (“urls”) owned Sellers, whether arising by Seller and any goodwill associated therewith; (11) any capital stock way of any Subsidiary of the Seller; (12) any claims claim, counterclaim or other rights to indemnification or other rights relatedotherwise, in each case, primarily related to the Excluded Business, the Transferred Assets or the Assumed Liabilities; (xv) all ▇▇▇▇▇ cash used in the Business, as identified on the relevant balance sheet; (xvi) those assets of the Business included within Net Working Capital or Other Assets and Excluded LiabilitiesLiabilities which are reflected as assets on the Final Amounts Schedule and which are not Retained Assets, but only to the extent of the amounts so included; and (13xvii) any the rights and other assets held with respect to listed in Section 2.01(a)(xvii) of the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Disclosure Schedule.

Transferred Assets. (a) As of the Effective Time, and subject Subject to the terms and conditions set forth hereinof this Agreement, Seller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, transfer, assign, transfer, convey, license and deliver convey to Purchaser, and Purchaser shall purchase and accept from Seller on the Closing Date or at such other time after the Closing Date as may be expressly provided herein, the following assets used in the Business and all of Seller's rights, title and interest in and with respect thereto other than items which constitute Excluded Assets (or its applicable direct or indirect subsidiarieswhich items, excluding any Excluded Assets, are referred to herein as the "Transferred Assets"): (i) The personal property located in the United States, including machinery, development (hardware and software) tools, test and other equipment, tooling (including tooling in possession of Seller's vendors), possession of computer hardware, furniture and office equipment owned by Seller and used in the Business to the extent set forth in Schedule 2.01(i) (hereinafter the "Purchased Equipment"), and any and all right, title and interest warranties covering the Purchased Equipment to the extent assignable; (ii) All rights of Seller (or its applicable direct or indirect subsidiariesin, to and under all of the contracts listed on Schedule 2.01(ii) in hereto and the unfilled purchase orders from Seller's customers to the following assets extent assignable (collectively, collectively the “TRANSFERRED ASSETS”):"Assigned Contracts"); (1iii) subject Certain rights of Seller in, to Section 8.8and under certain Software to the extent provided in the Software Assignment and License Agreement; (iv) Certain rights of Seller in, to and under certain patents and patent applications to the extent provided in the Patent Assignment and License Agreement; (v) Certain rights of Seller in, to and under certain Trademarks to the extent provided in the Trademark License Agreement; (vi) Originals or copies of all books, accounting records, business plans, written processes and designs, engineering and schematic drawings and diagrams and change orders, reports, files and documents (including the receipt computer tapes or disks) of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office Seller which are located at 200 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇in Marlborough, Massachusetts or 111 ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ (▇▇ Maynard, Massachusetts on the “BRANCH”Closing Date and are used solely in the Business, and provided in each case that any information contained in such lease relating materials which does not relate directly to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”)Business may be deleted by Seller; (2vii) all Personal Property Seller's inventory of finished goods and all Personal Property Leases, a complete and accurate list of which supplies located in Singapore as of the date of this Agreement is listed on Closing Date as set forth in Schedule 2.1(a)(22.01(vii) hereto (the "Purchased Inventory");; and (3viii) All Claims of Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal whether arising before or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between after the date of Schedule 2.1(a)(4) and the Closing Datehereof, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth such Claims are necessary to assure to Purchaser after the Closing Time the full title, ownership, possession and benefit of the Transferred Assets to the extent such claims are assignable; To the extent that any of the Transferred Assets are owned by any Subsidiary of Seller, Seller shall cause such subsidiary to sell, transfer, convey, assign, license and deliver to Purchaser such Assets. Such sale, transfer, conveyance, assignment, license and delivery shall be effected by delivery by Seller to Purchaser of (i) a duly executed bill ▇▇ sale with respect to all of the Transferred Assets (other than such of the Transferred Assets for which other instruments are provided in Section 2.1(bclauses (ii) and (iii) of this paragraph) in the form attached hereto as Exhibit 2.01(a) (the "Bill ▇▇ Sale"), (ii) the servicing rights thereunder for which Seller has retained servicing rights Software Assignment and License Agreement, the Patent Assignment and License Agreement, the Trademark License Agreement and the Trademark Assignment Agreement; and (iii) instruments of assignment and, as required, consent with respect to the Assigned Contracts from the other parties to such Contracts (collectively, the “PURCHASED LOANS”); (5"Instruments of Assignment") [intentionally omitted]; (6) all Assumed Contracts; (7) and such other instruments of conveyance and transfer to be tendered at the routing Closing as shall be necessary in the reasonable opinion of Purchaser's counsel to vest in Purchaser good, valid and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect marketable title to the Assumed Deposits; providedTransferred Assets, howeverfree and clear of all Liens. Except as otherwise expressly provided herein and in the Ancillary Agreements, that (a) from and after the Closing, Seller shall cease to have any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior right, title or interest in or to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and shall not make use of any Transferred Liabilities, as such books, records Assets. Legal and other documents may exist equitable title and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set risk of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action loss with respect to the Transferred Assets shall pass to Purchaser at the Closing. Purchaser shall take title to the Transferred Assets as and wherever located at the Closing. The locations of the Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest Assets are set forth in the Letters of Credit as contemplated by Section 8.19(bSchedule 2.01(i). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”).

Transferred Assets. (a) As of the Effective Time, and subject Subject to the terms and conditions set forth hereinof this Agreement, Seller the Sellers shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, conveyassign and convey to the Buyer, and deliver to Purchaser, and Purchaser the Buyer shall purchase and acquire from Seller the Sellers, on the Closing Date the following (or its applicable direct or indirect subsidiariesthe “Transferred Assets”): (a) The Sellers’ rights in, to and under the real estate leases and subleases described in Section 1.1(a) of the Sellers’ Disclosure Memorandum (the “Sellers Disclosure Memorandum”) (the “Leases”), possession together with all of the Sellers’ right, title and interest, if any, in the building, office, warehouse or plant space, fixtures and improvements thereon and any security deposits relating to the Leases (the “Leased Real Property”) and any and all rightassignable warranties of third parties covering such buildings, title fixtures and interest improvements; (b) The Sellers’ rights in, to and under all machinery, spare parts, equipment, furniture and fixtures of Seller the Sellers located in, on or about the Leased Real Property, and used principally in connection therewith and in connection with the Business, including, without limitation, those set forth in Section 1.1(b) of the Sellers Disclosure Memorandum (or its applicable direct or indirect subsidiariesthe “Equipment”), and any and all assignable warranties of third parties covering the Equipment; (c) in All rights of the Sellers in, to and under (i) the leases, licenses (including patent, know-how and trademark licenses), contracts and commitments of Sellers relating to the following assets Business set forth in Section 1.1(c) of the Sellers Disclosure Memorandum, and further including, without limitation, commitments for additions to property, plant or equipment deliverable after the Closing Date, and all unfilled purchase orders of the Business existing as of the Closing Date (collectively, the “TRANSFERRED ASSETSContracts”):) and (ii) all security deposits related to the Contracts; (1d) subject All of the Sellers’ inventory of work in process, samples, finished goods, raw materials and supplies located on the Leased Real Property or located elsewhere and related to the Business (the “Inventory”); (e) All rights of the Sellers in, to and under all Intellectual Property Rights, including, without limitation, those set forth in Section 1.1(e) of the Sellers Disclosure Memorandum; (f) Subject to Section 8.87.2(b) hereof, all books, records, accounting records, drawings, customer lists, files and documents (including computer tapes or disks) of the Sellers relating to the Business or the Transferred Assets that are located upon the Leased Real Property or elsewhere and are in all cases related primarily to the operations of the Business, or are necessary for the daily operations of the Business (the “Records”), but not the minute books, corporate seals, organizational documents, stock or membership interest books, consolidated financial statements and tax records or other records of the Sellers excluded under Section 1.2(d) hereof; (g) To the extent assignable, all permits, licenses, certificates and governmental or regulatory authorizations which the Sellers have obtained for the conduct of the Business, including the receipt without limitation, those set forth in Section 1.1(g) of the applicable consents referred Sellers Disclosure Memorandum (the “Permits”); (h) All accounts and notes receivable of the Sellers as of the Closing Date for products sold, arising out of the conduct of the Business, including without limitation, those set forth in Section 1.1(h) of the Sellers Disclosure Memorandum; (i) All rights of the Sellers in, to thereinand under all of the Sellers’ data processing programs used in the conduct of the Business, including accounting, invoicing, auditing and data processing programs, including without limitation, those set forth in Section 1.1(i) of the lease Sellers Disclosure Memorandum (the “Computer Programs”); (j) All other assets of real property the Sellers, including miscellaneous office supplies, used in the conduct of the Business and located on the Leased Real Property or elsewhere and in all cases related primarily to the operations of the Business or necessary for the daily operations of the Business; (k) The Sellers’ goodwill, if any, associated with the Business; (l) All of the Sellers’ intangible rights with respect to claims for warranties or defects of workmanship, manufacturing or design against third parties relating to Seller’s leased banking office any of the Transferred Assets; (m) All of the Sellers’ cash and cash equivalents on hand (including all undeposited checks) and in banks or other financial institutions at ▇▇▇▇ the Closing, including all ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, andcash, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency1.7 hereof; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (bn) All other assets of Seller shall not be included in rights which the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than Sellers possess to use the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the corporate name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating Net to taxable periods (or portions thereof) ending on or prior to Net Technologies” in connection with the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Business.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing, the Sellers shall (sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries to) selldelivered, assign, transfer, conveyto the Buyer, and deliver to Purchaserthe Buyer shall purchase, acquire and Purchaser shall purchase accept from Seller (or its applicable direct or indirect subsidiaries)the Sellers, possession free and clear of and any and all Liens except for Permitted Liens, all of the Sellers’ right, title and interest in, to and under the assets and properties of Seller (the Sellers primarily related to, or its applicable direct primarily used or indirect subsidiaries) primarily held for use in and to connection with, the Business, including the following assets and properties as the same shall exist as of the Closing (all of such assets and properties being sold, conveyed, assigned, transferred and delivered are referred to herein collectively as the “Transferred Assets”): (i) the owned real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Real Property”), together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located thereon, including those structures, facilities and improvements listed in Section 2.01(a)(i) of the Disclosure Schedule, and all easements, licenses, rights and appurtenances related to the foregoing; (ii) all finished goods, packaging materials and products for repacking operations, supplies and other inventories (including inventory located in vending equipment) primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(ii) of the Disclosure Schedule; (iii) all cold drink equipment and vending equipment primarily related to, or primarily used or primarily held for use in connection with, the Business, which equipment shall include all Transferred Fountain Equipment (collectively, the “TRANSFERRED ASSETSSubject Equipment”):), including the equipment described on Section 2.01(a)(iii) of the Disclosure Schedule; (1iv) all personal property owned by the Sellers and their interests therein primarily related to, or primarily used or primarily held for use in connection with, the Business, including the machinery, equipment (other than the Subject Equipment), furniture, furnishings, office equipment, communications equipment, forklifts, motorized vehicles, warehousing vehicles, trailers, spare and replacement parts, fuel, pre-mix and post-mix equipment and coolers, special event trailers, tools, beverage display and end aisle racks and advertising signs (illuminated and nonilluminated), point of sale materials and other tangible personal property (the “Tangible Personal Property”), including (A) those motorized vehicles, trailers, forklifts and warehousing vehicles listed on Section 2.01(a)(iv)-1 of the Disclosure Schedule and (B) those other items of personal property listed in Section 2.01(a)(iv)-2 of the Disclosure Schedule; (v) subject to Section 8.82.02 and other than any Excluded Contracts, including the receipt and except for any and all rights under any bottling, manufacturing, distribution, sales or other related contract or agreement for any TCCC brands and any of the applicable consents referred to thereingoodwill and other intangible rights or assets associated therewith, all rights under (A) the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations Material Contracts set forth on Schedule 2.1(a)(4)Section 3.12(a) of the Disclosure Schedule, (B) those contracts and each presently existing obligation of Seller to make additional extensions of credit agreements primarily entered into in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller the Business in the ordinary course of business that are not Material Contracts required to be disclosed on Section 3.12(a) of Seller and in compliance with the terms of Section 8.3 Disclosure Schedule or that are entered into between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) hereof and the Closing Date in accordance with Section 5.01 that Seller shall categorize would not be required to be so disclosed on Section 3.12(a) of the Disclosure Schedule had such contracts or agreements been in existence as of the ordinary course date hereof, (C) those contracts and agreements listed in Section 2.01(a)(v) of its business consistent the Disclosure Schedule, (D) any contract or agreement entered into between the date hereof and the Closing Date in accordance with past practices Section 5.01 which, had such contract or agreement been entered into prior to the date hereof, would have been a loan category Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule 2.1(a)(4(each, a “Pre-Closing Material Contract”) and which loan is made in compliance with the terms of Section 8.3(E) any Shared Contract, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in assigned to the Buyer pursuant to a Partial Assignment and Release under Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights 5.17 (collectively, the “PURCHASED LOANSAssumed Contracts”); (5vi) [intentionally omitted]subject to Section 2.02 and to the extent transferable, all Material Permits, Environmental Permits and all other licenses, permits and other governmental authorizations primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vi) of the Disclosure Schedule; (6vii) all Assumed Contractsthe original books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, quality control records and procedures, lists of customers, customer records and, as and to the extent provided in the Employee Matters Agreement, personnel and employment records, in each case, related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vii) of the Disclosure Schedule, provided that the Sellers shall retain copies of each of the foregoing, and provided, further, that if the Sellers are required by Law to retain the originals of such books, records, files and papers, they may do so and in such case they will provide the Buyer with copies thereof; (7viii) the routing deposits, advances, lease and transit number presently used by a majority rental expenses, pre-paid expenses, deferred charges, accrued rebates and credits and similar items set forth on the Final Amounts Schedule and which are not included in the Retained Assets; (ix) the licensed Intellectual Property listed in Section 2.01(a)(ix) of the Purchased Loans and Assumed Deposits Disclosure Schedule (collectively, the “Transferred Licensed Intellectual Property”), which Transferred Licensed Intellectual Property, for purposes of clarity, shall not include any ownership or other proprietary interest in any Intellectual Property of the Sellers or their Affiliates (including TCCC) not specifically set forth on Section 2.01(a)(ix) of the Disclosure Schedule or any goodwill or other intangible rights or assets relating to or associated with respect the Intellectual Property of the Sellers or their Affiliates (including TCCC); (x) the exclusive right for the Buyer to hold itself out as the purchaser of the Business (subject to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing limitations set forth in Section 5.12 and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(710.03), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number provided that such rights shall not be sold, assigned, transferred, conveyed, deemed to include any Intellectual Property (other than the Transferred Licensed Intellectual Property) of the Sellers or delivered to Purchaser hereundertheir Affiliates (including TCCC); (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9xi) all casualty insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all booksbenefits, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excludingif any, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action events occurring with respect to the Transferred Assets and Transferred Liabilitiesprior to the Closing; (12xii) all Coins of the Sellers’ rights under warranties, indemnities and Currency; andall similar rights against third parties to the extent related to any Transferred Assets; (13xiii) a 100% participation interest in subject to Section 2.01(b)(vi), all Tax Returns related solely to the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in Business or the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2xiv) all real property rights to causes of action, lawsuits, judgments, claims and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies demands of any other records as are necessary nature available to enable Seller to prepare and file tax returns and reports (10) or being pursued by the domain names and uniform resource locators (“urls”) owned Sellers, whether arising by Seller and any goodwill associated therewith; (11) any capital stock way of any Subsidiary of the Seller; (12) any claims claim, counterclaim or other rights to indemnification or other rights relatedotherwise, in each case, primarily related to the Excluded Business, the Transferred Assets or the Assumed Liabilities; (xv) all ▇▇▇▇▇ cash used in the Business, as identified on the relevant balance sheet; (xvi) those assets of the Business included within Net Working Capital or Other Assets and Excluded LiabilitiesLiabilities which are reflected as assets on the Final Amounts Schedule and which are not Retained Assets, but only to the extent of the amounts so included; and (13xvii) any the rights and other assets held with respect to listed in Section 2.01(a)(xvii) of the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Disclosure Schedule.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement and subject to the exclusions set forth in Section 2.03 and Section 2.04, Seller at the Closing each of the Asset Sellers shall (or shall cause its applicable direct or indirect subsidiaries to) sell, convey, assign, transfer, convey, transfer and deliver to Purchaserthe Buyer (and/or such other person(s) as the Buyer may nominate in writing, provided that such persons are Affiliates of the Buyer), and Purchaser the Buyer shall purchase purchase, acquire and accept (and/or procure that such Affiliates of the Buyer shall purchase, acquire and accept) from Seller (or its applicable direct or indirect subsidiaries)each such Asset Seller, possession all of and any and all such Asset Seller’s right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets assets, properties and rights, in each case, free and clear of all Liens other than Permitted Liens, it being understood that the following assets, properties and rights will not in any event include the Excluded Assets or the Transferred Equity Interests and that, in the event of a Deferred India Closing, the sale, conveyance, assignment, transfer and delivery of the India Transferred Assets shall take place at the Deferred India Closing (collectively, the “TRANSFERRED ASSETSTransferred Assets”): ): (1i) subject the Transferred Bank Accounts and the cash deposited in such Transferred Bank Accounts which on the Closing Date shall in aggregate not be less than the Minimum Cash Amount; (ii) the leases, licenses or other occupancy agreements or contractual rights to use the real property listed on Section 8.8, including the receipt 2.02(a)(ii) of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Disclosure Letter (the “BRANCHAssumed Real Property Contracts”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit all leasehold interests and rights in connection with each such loanrespect thereof or thereunder (including any prepaid rent and security deposits in respect thereof); (iii) all inventory wherever located, andincluding all raw materials, if expressly consented to in writing by Purchaserworks- in-process, any increasefinished goods or products, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller supplies and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior other inventories Related to the Closing DateBusiness; in each case including (iv) all rights of the collateral therefor and (except to Asset Sellers under the extent set forth in Intellectual Property licenses granted by third parties that are listed on Section 2.1(b)2.02(a)(iv) of the servicing rights thereunder for which Seller has retained servicing rights Disclosure Letter (collectively, the “PURCHASED LOANSAssumed IP Licenses”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, v) all rights of the “EXCLUDED ASSETS”).Asset Sellers under the Transferred Contracts; (vi) all Business Intellectual Property;

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller in addition to the Newco Quotas transferred in Section 2.1, at the Closing, Goodyear shall (sell, convey, transfer, assign and deliver, or shall cause its applicable direct or indirect subsidiaries to) Affiliated Sellers to sell, assignconvey, transfer, conveyassign and deliver, to Buyer or an Affiliated Buyer, and deliver to Purchaser, and Purchaser Buyer shall purchase and accept, or cause an Affiliated Buyer to purchase and accept, from Seller (or its applicable direct or indirect subsidiaries)Goodyear, possession all of Goodyear’s and any and all Affiliated Sellers’ right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to the following assets that are used primarily to conduct the LAT Business as currently operated (collectively, the “TRANSFERRED ASSETSTransferred Assets”):) in each case free and clear of any Lien: (1a) subject all rights and claims under all Contracts with any customer, sales agent, sales representative, franchisee or distributor (including but not limited to the Distributors defined in Section 8.87.4) for the purchase or sale of Farm Tires in the Farm Tire Region, including those that are included in the receipt Contributed Assets (the “Customer Contracts”); (b) all finished good inventories with respect to Farm Tires in the locations listed on the Corresponding Schedule and the finished goods inventories included in the Contributed Assets (the “Inventory”); (c) all books, records, files, plans, studies, reports, manuals, handbooks, catalogs, brochures, correspondence and other materials, whether in hard copy, electronic or any other form or media pertaining to sales, farm tire dealers, pricing, costs, financial performance, marketing, advertising, promotions, suppliers, customers, inventory, engineering, manufacturing, business plans and strategies (except any of the applicable consents referred to thereinabove that constitute Intellectual Property, software or the lease of real property relating to Seller’s leased banking office at website URL “w▇▇▇▇ ▇▇▇▇▇ ▇▇▇, .▇▇▇▇▇▇▇▇▇▇, .▇▇▇▇▇▇▇▇ (”) to the “BRANCH”, and such lease extent exclusively relating to the BranchLAT Business or copies thereof if necessary for, but not exclusive to, the LAT Business (collectively, “BRANCH LEASE”); Books and the premises leased under the Branch Lease (the “LEASED PREMISESRecords”); (2d) the right to enter into the Colombian Supply Agreement; (e) all Personal Property molds, tools, dies and other equipment (and replacement and repair parts for the foregoing) used exclusively in the LAT Business and located at facilities owned by Goodyear or an Affiliated Seller, all Personal Property Leasesas described in the Corresponding Schedule, including those that are included in the Contributed Assets (the “Molds, Equipment and Parts”) (such Molds, Equipment and Parts in Colombia will be subject to a complete and accurate list of which Bailment Agreement as of the date of this Agreement is listed on Schedule 2.1(a)(2described herein); (3f) Seller’s rights to all telephone numbers associated with the BranchContributed Assets; (4g) those loans and purchased loan participations set forth on Schedule 2.1(a)(4any Tax credits or refunds related to Imposto sobre Circulação de Mercadorias e Serviços (ICMS) or Impostos sobre Produtos Industrializados (IPI), any Taxes levied and each presently existing obligation paid on the Inventory and all other claims and rights in respect of Seller to make additional extensions of credit in connection with each such loanthe foregoing, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller including those that are included in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and Contributed Assets (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANSTax Credits”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1h) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and customer relationships related to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)LAT Business.

Transferred Assets. (a) As of Upon the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller shall (or 1) RAI shall, and shall cause its applicable direct or indirect subsidiaries the other Sellers to, and (2) pursuant to the Lorillard Transfer Agreement with respect to certain assets of the Lorillard Asset Owners, Lorillard shall, and shall cause the Lorillard Asset Owners to, sell, convey, assign, transfer, convey, transfer and deliver to Purchaserthe Acquiror (or one or more of its designated Affiliates, including, in the case of the blu Brand Intellectual Property, Dutch IPCo), at the Closing or the Lorillard Transfer Closing, as the case may be, free and clear of all Liens, except for Permitted Liens, and Purchaser shall purchase from Seller the Acquiror (or one or more of its applicable direct designated Affiliates, including, in the case of the blu Brand Intellectual Property, Dutch IPCo) shall purchase, acquire and accept from RAI or indirect subsidiaries)the other Sellers at the Closing or the Lorillard Transfer Closing, possession as the case may be, all of and any and all the Sellers’ right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to (x) other than Excluded Assets and the Retained Lorillard Brands, all of the assets, properties and rights used or held for use primarily in, or arising, directly or indirectly, primarily out of the operation or conduct of the PR Business or the Lorillard Business, and (y) all of the following assets assets, properties and rights ((x) and (y) collectively, the “Transferred Assets”): (i) (A) the owned real property listed in Section 2.01(a)(i)(A) of the Disclosure Schedule (the “Transferred Owned Property”), together with all improvements and fixtures and all appurtenances thereto and rights in respect thereof, and (B) all interests, rights and benefits under the leases and other agreements relating to the leased real property listed in Section 2.01(a)(i)(B) of the Disclosure Schedule (collectively, the “TRANSFERRED ASSETS”): (1) subject to Section 8.8, including the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISESTransferred Leased Property”); (2ii) (A) all Personal Property raw materials, work-in-process, finished goods and all Personal Property Leasesproducts, a complete supplies, packaging, packaging materials, parts and accurate list of which as other inventories used or held for use primarily in, or arising, directly or indirectly, primarily out of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with operation or conduct of, the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Dateblu Brand, andwherever located, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4)including any such being held on consignment, which consent shall be in Purchaser’s sole and absolute discretionbailment, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights other arrangement (collectively, the “PURCHASED LOANSblu Brand Inventory”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”).

Transferred Assets. (a) As Prior to the Closing and in connection with the Pre-Closing Transactions, subject to and in accordance with Section 6.16, Seller Parent shall use commercially reasonable efforts to, or cause its Subsidiaries to, take all such actions as are necessary so that as of the Effective Time, and subject to the terms and conditions set forth herein, Seller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, convey, and deliver to Purchaser, and Purchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries), possession of and any and all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to Closing the following assets assets, rights, interests or properties of the Retained Companies (collectively, the “TRANSFERRED ASSETSTransferred Assets”):) are assigned or transferred to one or more of the Purchased Companies or Purchased Subsidiaries, free and clear of all Liens (other than Permitted Liens), but excluding the Retained Assets: (1i) subject to and in accordance with Section 8.86.03(a) and Section 6.16, including the receipt Permits which are primarily related to or primarily used or held for use in connection with the operation or conduct of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Business (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISESAssumed Permits”); (2ii) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2tangible assets, rolling stock, equipment (including office equipment), computers, machinery, fixtures, fuel inventory, furnishings, tools, leasehold improvements, telecommunications equipment, containers, spare parts inventory, shop tools, test equipment, supplies or other similar tangible assets which are primarily related to or primarily used or held for use in the Business; (3iii) Seller’s rights the telephone numbers, facsimile numbers and cell phone number(s) which are primarily related to all telephone numbers associated with or primarily used or held for use in the BranchBusiness; (4iv) those loans all customer accounts and purchased loan participations set forth on Schedule 2.1(a)(4)contracts, agreements, arrangements and each presently existing obligation of Seller commitments which are primarily related to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller primarily used or held for use in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights Business (collectively, the “PURCHASED LOANSCustomer Contracts”); (5v) [intentionally omitted]the non-customer commercial Contracts which are primarily related to or primarily used or held for use in the Business (the “Commercial Contracts”); (6vi) all the Leases listed on Schedule 1.03(b)(vi) (the “Assigned Leases”, and together with the Customer Contracts and the Commercial Contracts, the “Assumed Contracts”); (7vii) the routing any and transit number presently used by a majority all benefits of the Purchased Loans and Assumed Deposits or rights with respect to any and all credits, prepaid expenses and deposits, claims for refunds, rebates, deferred charges and prepaid items, in each case to the Assumed Deposits; providedextent directly or indirectly related to, howeverused or held for use in, that or arising out of, the Business; (aviii) any Assumed Deposits and all accounts or notes receivable and other rights to payment or receivables to the extent directly or indirectly related to, used or held for use in, or arising out of, the Business and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of the Business; (ix) the parcels of Owned Real Property listed on Schedule 1.03(b)(ix); (x) all books and records primarily related to the Transferred Assets, the Business or current and former Business Employees (other than any such books or records related to current or former Business Employees (x) with respect to any GFL Benefit Plans (but not, for the avoidance of doubt, the Transferred Benefit Plans or the Cloned Benefit Plans) or any Retained Liability or (y) the transfer of which is prohibited by applicable Law) (provided that, without limiting Section 6.04(b), following the Closing, Buyer shall, and shall cause the Purchased Companies and the Purchased Subsidiaries to, provide Seller Parent with reasonable access to the portion of such books and records that relate to the Business upon reasonable request, to the extent not utilizing such routing prohibited by applicable Law); (xi) all rights, claims and transit number credits, including all guarantees, warranties, indemnities and similar rights by any manufacturer, supplier, distributor or other Person (including with respect to equipment) to the extent related to the Transferred Assets or the Business; (xii) the Transferred Benefit Plans and the Cloned Benefit Plans established pursuant to Section 6.07(n) to “clone” or “mirror” or otherwise provide similar benefits as provided under any GFL Benefit Plans that are to be transferred sponsored or maintained by Seller to such routing and transfer number no less than 60 days a Purchased Company or a Purchased Subsidiary as of or immediately prior to the Closing Dateand, in each case, any related trusts, insurance contracts, services agreements or other similar agreements or arrangements, and (b) unless Purchaser shall consent to all rights, title and interest in the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunderassets related thereto; (8) xiii) all of Seller’s rights under the contracts and relationships giving rise to Intellectual Property that is primarily used or primarily held for use in connection with the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller operation or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set conduct of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later Business (other than the Closing Date true and complete copies thereofSeller Marks); (11xiv) all claims, counter-claims and causes of action the goodwill with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currencyor the Business; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13xv) any assets and properties (of whatever kind or nature) of the Retained Companies not of the type described in the foregoing clauses (i) through (xiv) which are primarily related to or primarily used or held with respect to for use in the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Business.

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing, Instrumentarium shall, and shall (cause the other Asset Sellers to, sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries to) selldelivered, assignto the Acquiror, transferfree and clear of all Liens, conveyexcept for Permitted Liens, and deliver the Acquiror shall purchase, acquire and accept from Instrumentarium and the Asset Sellers, all of the assets, properties, rights, licenses, Contracts (to Purchaserthe extent assignable) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Business by the Asset Sellers as currently conducted and as conducted on the Closing Date, including all assets shown on the Reference Statement of Working Capital and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and Purchaser all assets used in the conduct of the operation of the Business acquired by the Asset Sellers after the date of the Reference Statement of Working Capital and prior to the Closing (collectively, the “Transferred Assets”). Without limiting the generality of the foregoing, the Transferred Assets shall purchase from Seller (or its applicable direct or indirect subsidiaries), possession of and any and include all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in the Asset Sellers in, to and to the following assets (collectively, the “TRANSFERRED ASSETS”):under: (1i) subject to Section 8.8all tangible personal property, furniture and fixtures and interests therein used in the conduct of the operation of the Business, including the receipt items listed in Section 2.02(a)(i) of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”)Disclosure Schedule; (2ii) all Personal Property supplies and all Personal Property Leases, a complete and accurate list of which as inventories used in the conduct of the date operation of this Agreement is listed on Schedule 2.1(a)(2)the Business; (3iii) Seller’s (A) all Contracts of the Asset Sellers (and all rights thereunder) that relate to all telephone numbers associated with the Branch; Business, including the items listed in Section 2.02(a)(iii) of the Disclosure Schedule and (4B) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation Contracts of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing the Asset Sellers entered into by Purchaser, any increase, decrease, amendment, renewal or extension by Seller the Asset Sellers in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number practice from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7iv) the real property leases used in the conduct of the operation of the Business listed in Section 2.02(a)(iv) of the Disclosure Schedule and all contracts and agreements other than Assumed Contractsimprovements thereto; (8) any insurance policies issued v) all accounts, notes and other receivables that relate to Seller and any claims under such policiesthe Business; (9vi) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain expenses that have been prepaid by the Asset Sellers to ownership, organization or existence of Seller, any records the extent relating to the Excluded Business, including ad valorem Taxes and lease and rental payments; (vii) all of the Asset Sellers’ causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including unliquidated rights under manufacturers’ and vendors’ warranties; (viii) all rights of the Excluded LiabilitiesAsset Sellers in the Business Intellectual Property, including the right to recover for past damages arising from infringement of the Business Intellectual Property; (ix) all transferable licenses, permits or other governmental authorizations used in the conduct of the operation of the Business; (x) all books, records, files and duplicate papers, whether in hard copy or computer format, used in the conduct of the operation of the Business, including engineering information, financial and accounting records, marketing plans and market research, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any other records as are necessary information relating to enable Seller to prepare and file tax returns and reports (10) Taxes imposed on the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewithBusiness; (11xi) any capital stock of any Subsidiary all data owned by the Asset Sellers and used in the conduct of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to operation of the Excluded Assets and Excluded LiabilitiesBusiness; and (13xii) any assets held all goodwill associated with respect the Transferred Assets. Notwithstanding the foregoing, the Business Intellectual Property being transferred to the Benefit Plans Acquiror pursuant to Section 2.02(viii) shall include all Business Intellectual Property described in clause (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, b) of the definitions of each of “EXCLUDED ASSETSBusiness Copyrights” and “Business Technology.”).

Transferred Assets. (a) As of Upon the Effective Time, terms and subject to the terms and conditions set forth contained herein, Seller shall (on the Closing Date, Tecumseh shall, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries delivered, and shall cause the Asset Sellers to) , sell, convey, assign, transfertransfer and deliver, conveyto the Purchaser (or upon the Purchaser’s request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, and deliver to Purchaserthe Purchaser shall purchase, acquire and accept from the Asset Sellers, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and Purchaser shall purchase from Seller all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (or its applicable direct or indirect subsidiariescollectively, the “Transferred Assets”), possession of and any and including all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in the Asset Sellers in, to and to the following assets (collectively, the “TRANSFERRED ASSETS”):under: (1a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a); (b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials; (c) subject to Section 8.81.2.5, including all rights under Contracts that relate to the receipt of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Acquired Business (the “BRANCHAssumed Contract Rights”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”) listed on Schedule 1.2.1(c); (2d) all Personal Property the owned and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is leased real property listed on Schedule 2.1(a)(21.2.1(d); (3e) Seller’s rights all accounts, drafts, notes and other receivables that relate to all telephone numbers associated with the BranchAcquired Business; (4f) those loans all rights of the Asset Sellers relating to deposits and purchased loan participations set forth on Schedule 2.1(a)(4)prepaid expenses, and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4claims for refunds (excluding Tax refunds) and rights to offset in respect thereof, in each case as of the Closing Date, andincluding lease and rental payments, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) relating to the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”)Acquired Business; (5g) [intentionally omitted]all of the Asset Sellers’ causes of action against third parties relating to the Transferred Assets or any Assumed Liability, including rights under manufacturers’ and vendors’ warranties; (6h) all Assumed ContractsFasco Intellectual Property; (7i) all other proprietary rights and intangible property rights relating to the routing and transit number presently Acquired Business that are transferable; (j) all transferable licenses, permits or other governmental authorizations used by a majority in the conduct of the Purchased Loans operation of the Acquired Business; (k) all books, records, files and papers, whether in hard copy or computer format, used in the conduct of the operation of the Acquired Business, including engineering information, sales and promotional literature, catalogs, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records and copies of any information relating to Taxes imposed on the Acquired Business; (l) all computer source codes, programs, software and data, including all machine readable code, printed listings of code, documentation and related property and information, owned by the Asset Sellers and used in the conduct of the operation of the Acquired Business; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Assumed Deposits Liabilities or any loss or damage with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days other Transferred Assets occurring prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunderClosing; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9n) all insurance premiums paid by Seller to goodwill associated with the FDIC Acquired Business, including that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller arising out of or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set associated with any of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (12) all Coins and CurrencyFasco Intellectual Property; and (13o) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(btools and dies located at Tecumseh’s Paris, Tennessee facility used to produce or manufacture components, materials, supplies and other products for the Acquired Business, including the items listed on Schedule 1.2.1(o). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”).

Transferred Assets. (a) As of Upon the Effective Time, terms and subject to the terms conditions of this Agreement (including Section 2.05), at the Closing, Buyer shall acquire from Seller and conditions set forth hereinits Subsidiaries, and Seller and its Subsidiaries shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, conveyassign and convey to Buyer, or cause to be sold, transferred, assigned and deliver conveyed to PurchaserBuyer, free and Purchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries)clear of all Liens other than Permitted Liens, possession all of and any and all the right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in Subsidiaries, as the case may be, in, to and to under the following assets assets, as the same shall exist as of the Effective Time (collectively, the “TRANSFERRED ASSETSTransferred Assets”): (1a) subject to Section 8.8, including the receipt Transferred Product Materials and Information; (b) the Transferred Equipment; (c) the Transferred Contracts; (d) the Transferred Patents; (e) the Transferred Trade Secrets (f) the Transferred Copyrights; (g) the Business Inventory with a value of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ $16,500,000 (the “BRANCHPrepaid Inventory”, ) and such lease relating the Additional Inventory; (provided that title to the Branch, Prepaid Inventory shall pass to Buyer at such time and subject to the “BRANCH LEASE”); conditions set forth in the Transition Services Agreement and that title to the premises leased under Additional Inventory shall pass to Buyer at the Branch Lease (time of the “LEASED PREMISES”last Changeover Date as defined in the Transition Services Agreement); (2h) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers Prepayments associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date Contracts that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed are Transferred Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9i) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all bookspermits, records and documents (including electronic information) relating primarily to the Assumed Depositslicenses, Transferred Assets and Transferred Liabilitiesfranchises, as such booksapprovals, records and certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other documents may exist and are as authorizations of any Government Authority held by Seller or any of its Affiliates, Subsidiaries that are used exclusively in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action connection with respect to the Transferred Assets and Transferred Liabilities; that are by their terms transferable to Buyer (12the “Business Permits”) all Coins and Currencyprovided that Buyer pay any fees required for such transfer; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”).

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement and the Local Transfer Agreements and subject to the exclusions set forth in Section 2.01(b) and to Section 2.02, at the Closing, Seller shall, and shall (cause each of its applicable Subsidiaries to, sell, convey, assign, transfer and deliver to Buyer or one or more of Buyer’s Affiliates designated by Buyer in writing, and Buyer shall, or shall cause its applicable direct or indirect subsidiaries one of such Affiliates to) sell, assignpurchase, transfer, convey, acquire and deliver to Purchaser, and Purchaser shall purchase accept from Seller (or and such Subsidiaries, all of Seller’s and its applicable direct or indirect subsidiaries), possession of and any and all Subsidiaries’ right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in in, to and under the following assets, properties and rights, as the same shall exist immediately prior to the following assets Effective Time, free and clear of any Liens (other than Permitted Liens) (collectively, the “TRANSFERRED ASSETSTransferred Assets”):), whether directly or through the transfer of a Transferred Entity as contemplated by Section 2.06: (1i) subject to Section 8.8, including (A) the receipt of the applicable consents referred to therein, the lease of owned real property relating that is Related to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ the Business (the “BRANCHTransferred Owned Real Property”), together with all improvements, fixtures, easements and other rights and interests appurtenant thereto, and such lease relating (B) the leasehold, subleasehold or license interests of Seller and its Subsidiaries under the real property leases, subleases or licenses which cover premises that are Related to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease Business (the “LEASED PREMISESTransferred Leased Real Property”); (2ii) all Personal Property rights under (A) contracts or agreements Related to the Business to which Seller or any of its Subsidiaries is a party (subject to Section 2.02, excluding any Shared Contracts), (B) the real property leases, subleases and all Personal licenses referred to in Section 2.01(a)(i) above (the “Transferred Real Property Leases”) and (C) those contracts or agreements, a complete and accurate list the principal purpose of which as is to receive licenses from third parties of Intellectual Property that are Related to the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4)Business, and each presently existing obligation of Seller such other contracts or agreements with respect to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4Company Intellectual Property (clauses (A) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4through (C) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANSAssumed Contracts”); (5iii) [intentionally omitted]all accounts and other receivables Related to the Business, including the Factored Receivables; (6iv) all Assumed Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect expenses or deposits Related to the Assumed Deposits; provided, however, Business that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, have been prepaid or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held made by Seller or its AffiliatesSubsidiaries, including lease and rental payments or deposits Related to the Business; (v) all Claims and Actions against third parties Related to the Business, including any insurance proceeds or other recoveries received under any insurance policy since January 1, 2019 in such format as may be reasonably requested by Purchaser respect of damages or casualty to a Transferred Asset (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by lawnot applied against such damage or casualty) and, one original set of the personnel files relating subject to Section 7.04, any Claims in relation to the Hired EmployeesTransferred Assets under any insurance policy; (vi) all Company Intellectual Property and Company Technology, provided together with any and all rights to (A) collect royalties, income and proceeds in connection therewith, (B) ▇▇▇ for past, present and future infringement, misappropriation, dilution or violation thereof or other conflict therewith, and (C) to recover damages or lost profits in connection therewith; (vii) all transferable or assignable Permits, including Environmental Permits, that Seller, are Related to the extent permitted by lawBusiness; (viii) the Transferred Books and Records and the Business Employee Records; (ix) all assets, shall deliver rights and properties expressly to Purchaser no later than the Closing Date true and complete copies thereofbe transferred pursuant to Exhibit E hereof (including assets of any Dedicated Pension Plans); (11x) all claimstangible personal property and interests therein, counter-claims including machinery, equipment, furniture, furnishings, inventory, office equipment, communications equipment and causes of action with respect vehicles, Related to the Transferred Assets Business (including rights, if any, in any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person), and Transferred Liabilitiestangible embodiments of the Company Intellectual Property and Company Technology (without limiting Seller’s rights to retain copies thereof in connection with exercising rights under the Intellectual Property Cross License Agreement and this Agreement); (12xi) the Transferred Equity Interests; (xii) all Coins and Currencyassets reflected on the Final Closing Statement (without duplication of the other items set forth in this Section 2.01(a)); (xiii) the JV Interests; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loansxiv) other than the Purchased Loans any Excluded Assets, all other assets, properties, rights, goodwill, contracts or agreements or Claims of every kind and description, wherever located and whether or not in possession of Seller or any of the Purchased Loans whichits Subsidiaries, as of the Effective Timewhether real, are subject to charge offspersonal or mixed, are more than 60 days past due tangible or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real propertyintangible, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and or any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating that are Related to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Business.

Transferred Assets. (a) As of Upon the Effective Time, terms and subject to the terms conditions of this Agreement (including Section 2.05), at the Closing, Buyer shall acquire from Seller and conditions set forth hereinits Subsidiaries, and Seller and its Subsidiaries shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, conveyassign and convey to Buyer, or cause to be sold, transferred, assigned and deliver conveyed to PurchaserBuyer, free and Purchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries)clear of all Liens other than Permitted Liens, possession all of and any and all the right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in Subsidiaries, as the case may be, in, to and to under the following assets assets, as the same shall exist as of the Effective Time (collectively, the “TRANSFERRED ASSETSTransferred Assets”): (1a) subject to Section 8.8, including the receipt Transferred Product Materials and Information; (b) the Transferred Equipment; (c) the Transferred Contracts; (d) the Transferred Patents; (e) the Transferred Trade Secrets (f) the Transferred Copyrights; (g) the Business Inventory with a value of the applicable consents referred to therein, the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ $26,000,000 (the “BRANCHPrepaid Inventory”, ) and such lease relating the Additional Inventory; (provided that title to the Branch, Prepaid Inventory shall pass to Buyer at such time and subject to the “BRANCH LEASE”); conditions set forth in the Transition Services Agreement and that title to the premises leased under Additional Inventory shall pass to Buyer at the Branch Lease (time of the “LEASED PREMISES”last Changeover Date as defined in the Transition Services Agreement); (2h) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers Prepayments associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date Contracts that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “PURCHASED LOANS”); (5) [intentionally omitted]; (6) all Assumed are Transferred Contracts; (7) the routing and transit number presently used by a majority of the Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to Purchaser hereunder; (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9i) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all bookspermits, records and documents (including electronic information) relating primarily to the Assumed Depositslicenses, Transferred Assets and Transferred Liabilitiesfranchises, as such booksapprovals, records and certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other documents may exist and are as authorizations of any Government Authority held by Seller or any of its Affiliates, Subsidiaries that are used exclusively in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action connection with respect to the Transferred Assets and Transferred Liabilities; that are by their terms transferable to Buyer (12the “Business Permits”) all Coins and Currencyprovided that Buyer pay any fees required for such transfer; and (13) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2) all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights to indemnification or other rights related, in each case, to the Excluded Assets and Excluded Liabilities; and (13) any assets held with respect to the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”).

Transferred Assets. (a) As of On the Effective Time, terms and subject to the terms and conditions set forth hereinin this Agreement, Seller at the Closing, the Sellers shall (sell, convey, assign, transfer and deliver, or shall cause its applicable direct to be sold, conveyed, assigned, transferred or indirect subsidiaries to) selldelivered, assign, transfer, conveyto the Buyer, and deliver to Purchaserthe Buyer shall purchase, acquire and Purchaser shall purchase accept from Seller (or its applicable direct or indirect subsidiaries)the Sellers, possession free and clear of and any and all Liens except for Permitted Liens, all of the Sellers’ right, title and interest in, to and under the assets and properties of Seller (the Sellers primarily related to, or its applicable direct primarily used or indirect subsidiaries) primarily held for use in and to connection with, the Business, including the following assets and properties as the same shall exist as of the Closing (all of such assets and properties being sold, conveyed, assigned, transferred and delivered are referred to herein collectively as the “Transferred Assets”): (i) the owned real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Owned Real Property”), and, subject to Section 2.02, all rights and benefits of the Sellers under the leases governing the leased real property listed in Section 2.01(a)(i) of the Disclosure Schedule (the “Leased Real Property”), together in each case with the Sellers’ right, title and interest in, to and under all structures, facilities or improvements currently or as of the Closing Date located thereon, including those structures, facilities and improvements listed in Section 2.01(a)(i) of the Disclosure Schedule, and all easements, licenses, rights and appurtenances related to the foregoing; (ii) all finished goods, packaging materials and products for repacking operations, supplies and other inventories (including inventory located in vending equipment) primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(ii) of the Disclosure Schedule; (iii) all cold drink equipment and vending equipment primarily related to, or primarily used or primarily held for use in connection with, the Business, which equipment shall include all Transferred Fountain Equipment (collectively, the “TRANSFERRED ASSETSSubject Equipment”):), including the equipment described on Section 2.01(a)(iii) of the Disclosure Schedule; (1iv) all personal property owned by the Sellers and their interests therein primarily related to, or primarily used or primarily held for use in connection with, the Business, including the machinery, equipment (other than the Subject Equipment), furniture, furnishings, office equipment, communications equipment, forklifts, motorized vehicles, warehousing vehicles, trailers, spare and replacement parts, fuel, pre-mix and post-mix equipment and coolers, special event trailers, tools, beverage display and end aisle racks and advertising signs (illuminated and nonilluminated), point of sale materials and other tangible personal property (the “Tangible Personal Property”), including (A) those motorized vehicles, trailers, forklifts and warehousing vehicles listed on Section 2.01(a)(iv)-1 of the Disclosure Schedule and (B) those other items of personal property listed in Section 2.01(a)(iv)-2 of the Disclosure Schedule; (v) subject to Section 8.82.02 and other than any Excluded Contracts, including the receipt and except for any and all rights under any bottling, manufacturing, distribution, sales or other related contract or agreement for any TCCC brands and any of the applicable consents referred to thereingoodwill and other intangible rights or assets associated therewith, all rights under (A) the lease of real property relating to Seller’s leased banking office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “BRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) all Personal Property and all Personal Property Leases, a complete and accurate list of which as of the date of this Agreement is listed on Schedule 2.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations Material Contracts set forth on Schedule 2.1(a)(4)Section 3.12(a) of the Disclosure Schedule, (B) those contracts and each presently existing obligation of Seller to make additional extensions of credit agreements primarily entered into in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller the Business in the ordinary course of business that are not Material Contracts required to be disclosed on Section 3.12(a) of Seller and in compliance with the terms of Section 8.3 Disclosure Schedule or that are entered into between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) hereof and the Closing Date in accordance with Section 5.01 that Seller shall categorize would not be required to be so disclosed on Section 3.12(a) of the Disclosure Schedule had such contracts or agreements been in existence as of the ordinary course date hereof, (C) those contracts and agreements listed in Section 2.01(a)(v) of its business consistent the Disclosure Schedule, (D) any contract or agreement entered into between the date hereof and the Closing Date in accordance with past practices Section 5.01 which, had such contract or agreement been entered into prior to the date hereof, would have been a loan category Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule 2.1(a)(4(each, a “Pre-Closing Material Contract”) and which loan is made in compliance with the terms of Section 8.3(E) any Shared Contract, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in assigned to the Buyer pursuant to a Partial Assignment and Release under Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights 5.17 (collectively, the “PURCHASED LOANSAssumed Contracts”); (5vi) [intentionally omitted]subject to Section 2.02 and to the extent transferable, all Material Permits, Environmental Permits and all other licenses, permits and other governmental authorizations primarily related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vi) of the Disclosure Schedule; (6vii) all Assumed Contractsthe original books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, quality control records and procedures, lists of customers, customer records and, as and to the extent provided in the Employee Matters Agreement, personnel and employment records, in each case, related to, or primarily used or primarily held for use in connection with, the Business, including those listed in Section 2.01(a)(vii) of the Disclosure Schedule, provided that the Sellers shall retain copies of each of the foregoing, and provided, further, that if the Sellers are required by Law to retain the originals of such books, records, files and papers, they may do so and in such case they will provide the Buyer with copies thereof; (7viii) the routing deposits, advances, lease and transit number presently used by a majority rental expenses, pre-paid expenses, deferred charges, accrued rebates and credits and similar items set forth on the Final Amounts Schedule and which are not included in the Retained Assets; (ix) the licensed Intellectual Property listed in Section 2.01(a)(ix) of the Purchased Loans and Assumed Deposits Disclosure Schedule (collectively, the “Transferred Licensed Intellectual Property”), which Transferred Licensed Intellectual Property, for purposes of clarity, shall not include any ownership or other proprietary interest in any Intellectual Property of the Sellers or their Affiliates (including TCCC) not specifically set forth on Section 2.01(a)(ix) of the Disclosure Schedule or any goodwill or other intangible rights or assets relating to or associated with respect the Intellectual Property of the Sellers or their Affiliates (including TCCC); (x) the exclusive right for the Buyer to hold itself out as the purchaser of the Business (subject to the Assumed Deposits; provided, however, that (a) any Assumed Deposits not utilizing such routing limitations set forth in Section 5.12 and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(710.03), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use following the Effective Time, which new routing and transit number provided that such rights shall not be sold, assigned, transferred, conveyed, deemed to include any Intellectual Property (other than the Transferred Licensed Intellectual Property) of the Sellers or delivered to Purchaser hereundertheir Affiliates (including TCCC); (8) all of Seller’s rights under the contracts and relationships giving rise to the Assumed Deposits; (9xi) all casualty insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all booksbenefits, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but excludingif any, to the extent permitted by law, one original set of the personnel files relating to the Hired Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (11) all claims, counter-claims and causes of action events occurring with respect to the Transferred Assets and Transferred Liabilitiesprior to the Closing; (12xii) all Coins of the Sellers’ rights under warranties, indemnities and Currency; andall similar rights against third parties to the extent related to any Transferred Assets; (13xiii) a 100% participation interest in subject to Section 2.01(b)(vi), all Tax Returns related solely to the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets of Seller shall not be included in Business or the Transferred Assets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Purchased Loans and any of the Purchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or are classified by Seller as non-accrual; (2xiv) all real property rights to causes of action, lawsuits, judgments, claims and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets or the Excluded Liabilities, and duplicate copies demands of any other records as are necessary nature available to enable Seller to prepare and file tax returns and reports (10) or being pursued by the domain names and uniform resource locators (“urls”) owned Sellers, whether arising by Seller and any goodwill associated therewith; (11) any capital stock way of any Subsidiary of the Seller; (12) any claims claim, counterclaim or other rights to indemnification or other rights relatedotherwise, in each case, primarily related to the Excluded Business, the Transferred Assets or the Assumed Liabilities; (xv) all ▇▇▇▇▇ cash used in the Business, as identified on the relevant balance sheet; (xvi) those assets of the Business included within Net Working Capital or Other Assets and Excluded LiabilitiesLiabilities which are reflected as assets on the Final Amounts Schedule and which are not Retained Assets, but only to the extent of the amounts so included; (xvii) subject to Section 2.01(b)(xv), all assets of the types referred to in Sections 2.01(a)(ii)-(xvi) above located at or relating to the Louisville Facility; and (13xviii) any the rights and other assets held with respect to listed in Section 2.01(a)(xviii) of the Benefit Plans (other than personnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, the “EXCLUDED ASSETS”)Disclosure Schedule.