Common use of Transitional Arrangements Clause in Contracts

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branch: (a) Not later than thirty (30) calendar days after the date of this Agreement, Seller will meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information). (b) Not later than forty-five (45) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Purchaser and Seller each will identify to the other within fifteen (15) calendar days after the date hereof, one of their respective senior level salaried personnel that possesses the necessary expertise and experience to assist the other party on the transition matters set forth herein to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from the date of this Agreement until the Closing Date a reasonable number of experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the BranchBranches: (a) Not later than thirty (30) calendar days As soon as reasonably practicable after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information)) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services. (b) Not later Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Purchaser and Seller each will identify to the other within Not later than fifteen (15) calendar days after the date hereofof this Agreement, one of their respective senior level salaried personnel that possesses the necessary expertise and experience Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to assist the other party on the transition matters set forth herein to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaserits Affiliates that is reasonably requested by Seller and related to Seller’s request during the period from information security assessment. (e) Not later than thirty (30) calendar days after the date of this Agreement until Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 5.2 and (ii) the Closing Date a reasonable number mailing file requirements of experienced technical personnel for consultations Purchaser in connection with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1such customer notifications.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the BranchBranches: (a) Not later than thirty fifteen (3015) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters or via teleconference or video conference to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information)) or (ii) any email conversion and forwarding, RightFax forwarding, phone forwarding services. (b) Not later Seller shall use commercially reasonable efforts to deliver to Purchaser the specifications and conversion sample files within thirty (30) calendar days after the date of this Agreement, but in no event shall the delivery the specifications and conversion sample files occur more than forty-five (45) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Purchaser and Seller each will identify to the other within Not later than fifteen (15) calendar days after the date hereofof this Agreement, one of their respective senior level salaried personnel that possesses the necessary expertise and experience Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to assist the other party on the transition matters set forth herein to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from its Affiliates that is reasonably requested by Seller. (e) Not later than thirty (30) calendar days after the date of this Agreement until Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the Closing Date a reasonable number mailing file requirements of experienced technical personnel for consultations Purchaser in connection with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1such customers notifications.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect complete the transfer of account record responsibility for the BranchPurchased Assets and the Deposits: (a) Not later than thirty five (305) calendar days after the date of this Agreement, Seller will meet provide to Purchaser, electronically or at such location as the parties may agree, (1) all Loan Documents and records related thereto as Purchaser may reasonably request in order to permit Purchaser to determine which Loans, if any, shall be excluded from the Purchased Loans and (2) copies of all Assumed Contracts in order to permit Purchaser to determine which Assumed Contracts, if any, shall be excluded from the Assumed Contracts. A/75499905.9 14 (b) In order to facilitate Purchaser's transition activities following the Closing, Seller shall use commercially reasonable efforts to obtain and collect from its customers, vendors, records and systems and shall use commercially reasonable efforts to provide to Purchaser that data described on Exhibit 4.1(b) at or prior to the times indicated on that exhibit. (c) Not later than fifteen (15) calendar days after the date of this Agreement, Seller will commence one or more meetings with Purchaser in person at such location or via teleconference or videoconference, as the parties may agree, to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information). (bd) Not later than forty-five (45) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample filesfiles within its control, including information that Seller has the ability to obtain from its vendors and customers, within thirty (30) calendar days after the date of this Agreement. (ce) From time to time time, prior to the Closing, but not to exceed four times, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related informationinformation within its control, including information that Seller has the ability to obtain from its vendors and customers, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Purchased Loans. (df) Purchaser and Seller each will identify From time to time prior to the other within fifteen (15) calendar days after the date hereofClosing, one of their respective senior level salaried personnel that possesses the necessary expertise Seller shall provide to Purchaser such information as Purchaser shall reasonably request related to customer lock box instructions, database information used for lockbox processing, inbound and experience to assist the other party outbound lockbox file requirements, layouts and sample files, sample reports, information on the transition matters holds and stops, ACH set forth herein ups and authorizations for homeowners and arrangements in order for Purchaser to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact position to integrate customer lock boxes as of the parties hereto shall serve in that role from the date identified to the other party until the ClosingClosing Date. Seller will use reasonable best efforts agrees to cooperate with transfer to Purchaser and will make available at Purchaser’s request during all post office boxes used for providing the period from Transferred Activities, which are listed on Exhibit 4.1(f) (the date of this Agreement until the Closing Date a reasonable number of experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1“Transferred PO Boxes”).

Transitional Arrangements. (a) Seller and Purchaser agree shall, before and after the Closing Date, cooperate in good faith to cooperate ensure the orderly and efficient transfer and conversion of the Assets and Liabilities to be transferred hereunder. To this end and to proceed as follows to effect the transfer of account record responsibility for the Branch: (a) Not later than thirty (30) calendar days after the date of extent not otherwise provided in this Agreement, Seller will and Purchaser shall meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement appropriate procedures for notification of customers, employees and specifications, files, procedures and schedulessuppliers, for conversion of data processing and check clearing systems, for notification of customer inquiries and, as necessary, enter into a transition services agreement memorializing such procedures. Seller shall cooperate with Purchaser in a manner in which the transfer Seller reasonably believes will accommodate the conversion of account record responsibility; provided, however, that the data processing and check clearing systems of the Branch. Other than conversion expenses as may relate to Seller’s data processor Seller shall not be obligated under this Agreement to provide Purchaser any conversion information regarding or assistance that requires unreasonable expense or inconvenience on Seller’s relationship part but shall discuss with Purchaser the customers outside feasibility and cost of the relevant Branch (e.g., other customer products, householding information)providing such information or assistance. (b) Not later than forty-five Purchaser shall establish an account with Seller (45the “Correspondent Account”) calendar days for purposes of accepting credits to and absorbing debits against, the cash balances transferred or transferable as a result of adjustments made pursuant to this Agreement during the three (3) months after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller Closing Date. The Correspondent Account shall provide reasonable additional file-related informationauthorization to Seller, including complete name without signature of Purchaser, for the deposits and addresswithdrawals authorized in, account masterfile, ATM account number information, applicable transaction but only such deposits and stop/hold/caution information, account-to-account relationship information and any other related information withdrawals as are authorized in this Agreement with respect to the Deposits and Correspondent Account. Any negative (collected) balances in the Loans. (d) Correspondent Account shall represent an advance to Purchaser and Seller bearing interest which shall be debited against such Correspondent Account at the end of each will identify to month at the other within fifteen (15) calendar days after the date hereof, one of their respective senior level salaried personnel that possesses the necessary expertise and experience to assist the other party applicable Federal Funds Rate on the transition matters set forth herein to be the dedicated point last Business Day of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from the date of this Agreement until the Closing Date a reasonable number of experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1such month.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the BranchBranches: (a) Not later than thirty (30) calendar days after the date of this Agreement, Seller will meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information). (b) Not later than forty-five Seller shall use its best efforts to deliver to Purchaser the mutually agreed upon specifications and conversion sample files within thirty (4530) calendar days after the date of this Agreement, provided, however, that Seller shall have up to sixty (60) calendar days after the date of this Agreement to deliver to Purchaser the such mutually agreed upon specifications and conversion sample filesfiles to Purchaser. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including including, without limitation, complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the LoansDeposits. (d) Purchaser and Seller each will identify to the other within fifteen (15) calendar days after From the date hereofof this Agreement, one through the Closing and for a reasonable period of their respective senior level salaried personnel that possesses time thereafter, upon the necessary expertise and experience to assist the other party on the transition matters set forth herein to be the dedicated point reasonable request of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Purchaser, Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from the date of this Agreement until the Closing Date time to time a reasonable number of experienced technical personnel for consultations consultation with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1. (e) Upon the reasonable request of Purchaser, Seller will cooperate to assist Purchaser with respect to the continuation, at Purchaser’s expense, of any third-party vendor services to the Branches from and after the Closing Date. From the date of this Agreement until the Closing, Seller and Purchaser shall cooperate in good faith to address any transitional issues that may arise and that are not specifically addressed in this Article 4.

Transitional Arrangements. Seller 9.1 The Company shall be permitted to use and Purchaser agree to cooperate sub-licence the Prudential Trademarks which are owned by the Seller’s Group on the terms and to proceed as follows to effect the transfer of account record responsibility for the Branchperiods set out in Schedule 6 and Clause 12. 9.2 The Parties hereby acknowledge and agree that, following Completion, the Seller’s Group will provide certain agreed services to the Company, and the Company will provide certain agreed services to the Seller’s Group, in each case upon the terms and conditions (including the periods for, and the fees at, which such services will be provided) set out in the Transitional Services Agreement to be entered into at Completion. 9.3 The Purchaser acknowledges and agrees that from the Completion Date, save as otherwise provided in this Agreement or otherwise agreed between the Purchaser and the Seller: (a) Not later than thirty (30) calendar days the Company shall not have or be entitled to the benefit of any Seller’s Group Insurance Policy in respect of any event, act or omission that takes place after the date Completion Date and it shall be the sole responsibility of this Agreement, Seller will meet with the Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, ensure that adequate insurance is put in place for the transfer of account record responsibilityCompany with effect from the Completion Date; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information).and (b) Not later neither the Seller nor any member of the Seller’s Group shall be required to maintain any Seller’s Group Insurance Policy for the benefit of the Company. The Parties acknowledge and agree that, except for the arrangements listed in Schedule 8, all intragroup agreements (including any reinsurance treaties) entered into by the Company with any member of the Seller’s Group will terminate or otherwise cease to have effect on or prior to the Completion Date, without any ongoing Liabilities to the Company (other than forty-five Permitted Leakage) arising out of such termination (45) calendar days after other than the date settlement of amounts owed thereunder as contemplated in this Agreement). 9.4 The Seller and the Purchaser shall use their respective commercially reasonable endeavours to obtain a waiver or consent from the counterparty of any Contract which requires such waiver or consent in relation to the transactions contemplated by this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time list of which is as set forth in Annex 4 of the Disclosure Letter, prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Completion. The Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and be responsible for any fee or other related information with respect payment payable to the Deposits and the Loans. (d) Purchaser and Seller each will identify counterparty of any such Contract to the extent such fee or other within fifteen (15) calendar days after the date hereof, one payment is paid in consideration of their respective senior level salaried personnel that possesses the necessary expertise and experience to assist the other party on the transition matters set forth herein to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from the date of this Agreement until the Closing Date a reasonable number of experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1such waiver or consent.

Transitional Arrangements. (a) Seller and Purchaser agree shall, before and after the Closing Date, cooperate in good faith to cooperate ensure the orderly and efficient transfer and conversion of the Assets and Liabilities to be transferred hereunder. To this end and to proceed the extent not otherwise provided in this Agreement, Seller and Purchaser shall meet and agree upon appropriate procedures for notification of customers, employees and suppliers, for conversion of data processing and check clearing systems for notification of customer inquiries. As soon as follows to effect the transfer of account record responsibility for the Branch: (a) Not later than thirty (30) calendar days practical after the date of this Agreement, and using information provided to Seller by Purchaser regarding its data conversion needs, Seller shall prepare and provide to Purchaser a Standard Deconversion Package which the Seller reasonably believes will meet with accommodate the conversion of the data processing and check clearing systems, including the outline and schedule of information to be provided pursuant to such Standard Deconversion Package. Any variance requested by Purchaser from the Standard Deconversion Package must be communicated to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for Seller within 20 days of the transfer of account record responsibility; provided, however, that date the same is provided to Purchaser. Seller shall not be obligated under this Agreement to provide accept a variation that requires unreasonable expense or inconvenience on Seller's part but shall discuss with Purchaser any information regarding Seller’s relationship with the customers outside feasibility and cost of the relevant Branch (e.g., other customer products, householding providing such information). (b) Not later than forty-five Purchaser shall establish a Transaction Account with Seller (45the "Correspondent Account") calendar days for purposes of accepting credits to and absorbing debits against, the cash balances transferred or transferrable as a result of adjustments made pursuant to this Article VI during the thirteen (13) months after the date Closing Date. The Correspondent Account shall provide authorization to the Seller, without signature of the Purchaser, for the deposits and withdrawals authorized in, but only for such deposits and withdrawals as are authorized in, this Agreement, Article V1. The Seller shall deliver make available to Purchaser a full record of all transactions in the specifications and conversion sample files. Correspondent Account by 8:00 A.M. Central Time of the Business Day following any such transactions. Any negative (ccollected) From time balances in the Correspondent Account shall represent an advance to time prior to Purchaser bearing, interest, which shall be debited against such Account, at the Closing, after Purchaser has tested and confirmed end of each month at the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Purchaser and Seller each will identify to the other within fifteen (15) calendar days after the date hereof, one of their respective senior level salaried personnel that possesses the necessary expertise and experience to assist the other party Federal Funds Rate on the transition matters set forth herein to be the dedicated point last Business Day of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from the date of this Agreement until the Closing Date a reasonable number of experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1such month.

Transitional Arrangements. (a) Seller and Purchaser agree shall, before and after the Closing Date, cooperate in good faith to cooperate ensure the orderly and efficient transfer and conversion of the Assets and Liabilities to be transferred hereunder. To this end and to proceed as follows to effect the transfer of account record responsibility for the Branch: (a) Not later than thirty (30) calendar days after the date of extent not otherwise provided in this Agreement, Seller will and Purchaser shall meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement appropriate procedures for notification of customers, employees and specifications, files, procedures and schedulessuppliers, for conversion of data processing and check clearing systems for notification of customer inquiries and, as necessary, enter into a transition services agreement memorializing such procedures. Seller shall cooperate with Purchaser in a manner in which the transfer Seller reasonably believes will accommodate the conversion of account record responsibility; provided, however, that the data processing and check clearing systems of the Branches. Seller shall not be obligated under this Agreement to provide any conversion information or assistance that requires unreasonable expense or inconvenience on Seller's part but shall discuss with Purchaser any the feasibility and cost of providing such information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information)or assistance. (b) Not later than forty-five Purchaser shall establish an account with Seller (45the "Correspondent Account") calendar days for purposes of accepting credits to and absorbing debits against, the cash balances transferred or transferable as a result of adjustments made pursuant to this Agreement during the three (3) months after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller Closing Date. The Correspondent Account shall provide reasonable additional file-related informationauthorization to Seller, including complete name without signature of Purchaser, for the deposits and addresswithdrawals authorized in, account masterfile, ATM account number information, applicable transaction but only such deposits and stop/hold/caution information, account-to-account relationship information and any other related information withdrawals as are authorized in this Agreement with respect to the Deposits and Correspondent Account. Any negative (collected) balances in the Loans. (d) Correspondent Account shall represent an advance to Purchaser and Seller bearing interest which shall be debited against such Correspondent Account at the end of each will identify to month at the other within fifteen (15) calendar days after the date hereof, one of their respective senior level salaried personnel that possesses the necessary expertise and experience to assist the other party applicable Federal Funds Rate on the transition matters set forth herein to be the dedicated point last Business Day of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from the date of this Agreement until the Closing Date a reasonable number of experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1such month.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the BranchBranches: (a) Not later than thirty fifteen (3015) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information)) or (ii) any email conversion and forwarding or phone forwarding services. (b) Not later than forty-five Seller shall use Commercially Reasonable Efforts to deliver to Purchaser the specifications and conversion sample files within thirty (4530) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information information, internet banking and b▇▇▇ pay enrollment information, debit card customer data and any other related information with respect to the Deposits and the Loans. The Seller shall cooperate with Purchaser to provide timely, complete, and accurate information for two test conversions and one mock conversion leading up to the final conversion. (d) Purchaser and Seller each will identify to the other within Not later than fifteen (15) calendar days after the date hereofof this Agreement, one Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser and its Affiliates that is reasonably requested by Seller. Seller shall provide an overview of their respective senior level salaried personnel that possesses the necessary expertise and experience its information security assessment process prior to assist the other party on the transition matters set forth herein to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from entering into this Agreement. (e) Not later than thirty (30) calendar days after the date of this Agreement until Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the Closing Date a reasonable number mailing file requirements of experienced technical personnel for consultations Purchaser in connection with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1such customers’ notifications.

Transitional Arrangements. Seller and Purchaser Buyer agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the BranchBranches: (a1) Not As soon as practicable after the execution of this Agreement by the parties hereto, but in no event later than thirty seven (307) calendar days after the date of this Agreement, Seller will meet with Purchaser Buyer to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, deliverables, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser any information regarding Seller’s relationship with responsibility for the customers outside of the relevant Branch Branches. Twenty-one (e.g., other customer products, householding information). (b) Not later than forty-five (4521) calendar days after the date of this AgreementAgreement or on such a date as soon as possible thereafter, Seller shall deliver to Purchaser Buyer the specifications and conversion sample files.files to consist of live data of all accounts, which shall include live data of all accounts in existence as of the close of business two (2) calendar days following the execution of this Agreement by the parties hereto. PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 (c2) From time to time prior to the Closing, after Purchaser Buyer has tested and confirmed the conversion sample files, Purchaser Buyer may request and Seller shall provide reasonable additional file-related Buyer with account information, as of the most recent practicable date, including complete name and address, account masterfilemaster file, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits Deposit Liabilities. Seller shall, upon reasonable request, but not later than five (5) days following such request, and the Loansperformance of the necessary research and mapping, which shall be performed as promptly as possible, provide to Purchaser an updated version of such records. (d3) Purchaser and Seller each will identify to the other within fifteen (15) calendar days shall provide Buyer after the date hereof, one close of their respective senior level salaried personnel that possesses the necessary expertise and experience to assist the other party business on the transition matters set forth herein to be the dedicated point Closing Date, a final conversion file containing all information as of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point close of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from the date of this Agreement until business on the Closing Date a reasonable number of experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1Date.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed where applicable as follows to effect the transfer conversion of account record data processing responsibility for the BranchBranches at Closing: (a) Not later than thirty (30) calendar days As soon as practicable after the date execution of this Agreement, Seller will meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, including without limitation conversion sample files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser any information regarding Seller’s relationship with the customers outside of data processing responsibility from the relevant Branch (e.g., other customer products, householding information)Branches. (b) Not later than forty-five (45) calendar days As soon as practicable after the date execution of this Agreement, if requested by Purchaser, Seller shall deliver to Purchaser the specifications and conversion sample filesfiles which shall be in a form reasonably satisfactory to Purchaser. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-file related information, including without limitation, complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account to account relationship information and any other related information with respect to the Assumed Deposits and the Other Loans. (d) Purchaser and Seller each will identify to the other within fifteen (15) calendar days As soon as practicable after the date hereof, one if requested by Purchaser, Seller shall provide Purchaser with (i) a file of their respective senior level salaried personnel all applicable Check/Savings/Signatures that possesses the necessary expertise and experience to assist the other party on the transition matters set forth herein to be the dedicated point of contact Seller has for the other party to accomplish the transition matters set forth herein in a timely Assumed Deposits and efficient manner. Each point related special instructions and (ii) name/address and account information (listing of contact of the parties hereto shall serve in that role from the date identified file as applicable) on all products related to the other party until the Closing. Assumed Deposits, including without limitation, safe box accounting, cash management services, telephone ▇▇▇▇ payments, PC banking, payroll customers and account analysis, merchant card processing, night depository and overdraft protection. (e) Upon request by Purchaser, Seller will use reasonable best efforts to cooperate with Purchaser and will make available from time to time, at Purchaser’s request during the period from the date of this Agreement until the Closing Date 's expense, a reasonable number of experienced technical personnel for consultations consultation with Purchaser concerning transition matters and other than the matters referred to in the foregoing provisions of this Section 4.1, such consultations to be completed by the Closing Date unless otherwise required to facilitate the data processing transfer contemplated hereunder, provided, however, that any such post-closing consultation shall be subject to Seller's consent, not to be unreasonably withheld.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the BranchBranches and the Relationship Managers: (a) Not later than thirty seven (307) calendar days after the date of this Agreement, Seller will meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information)) or other than with respect to the Relationship Accounts, as applicable. (b) Not later than forty-five thirty (4530) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including including, without limitation, complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information and any other related information with respect to the Deposits and the Loans. (d) Purchaser and Seller each will identify to Upon the other within fifteen (15) calendar days after the date hereofreasonable request of Purchaser, one of their respective senior level salaried personnel that possesses the necessary expertise and experience to assist the other party on the transition matters set forth herein to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available from time to time prior to the Closing Date, at Purchaser’s request during expense (at the period from the date of this Agreement until the Closing Date hourly rates set forth in Schedule 4.1(d)), a reasonable number of experienced technical personnel for consultations consultation with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1; provided that there shall be no charge for consultations of less than one (1) hour duration. (e) Upon the reasonable request of Purchaser, Seller will cooperate to assist Purchaser with respect to the continuation, at Purchaser’s expense, of any third-party vendor services to the Branches from and after the Closing Date. From the date of this Agreement until the Closing, Seller and Purchaser shall cooperate in good faith to address any transitional issues that may arise and that are not specifically addressed in this Article IV.

Transitional Arrangements. Both before and after Closing, Seller and ------------------------- Purchaser shall cooperate fully with one another, and Seller shall cause its service providers to cooperate with Purchaser, including responding promptly to all reasonable requests made by Purchaser in order to accomplish as completely and efficiently as may reasonably be achieved, a conversion and orderly transfer on the Closing Date of all of Seller's operations and functions related to the Branches, the Operating Sites, the ATMs, the Assets and the Liabilities, including the conversion to Purchaser's systems of all necessary or desired data processing information and the transfer to Purchaser (or its service providers) of all data processing responsibility relating to such matters. In order to accomplish this objective, and unless an alternative approach mutually acceptable to Seller and Purchaser is adopted during the course of the conversion/transition process, Seller and Purchaser agree to cooperate and to proceed as follows expeditiously to effect the transfer of account record Seller's operations at the Branches, the Operating Sites and the ATMs to Purchaser and to effect the conversion of data and the transfer to Purchaser of data processing responsibility for the BranchDesignated Branches, the Designated Operating Sites, the Designated ATMs, the Loans, the New Loans and the Assumed Deposits to be transferred at Closing, including: (a) Not later than thirty five (305) calendar days Business Days after the date of this Agreement, Purchaser and Seller will each shall identify a selected group of their respective officers and salaried personnel that shall constitute a "Transition Group" who shall be available to Seller and Purchaser, respectively, at reasonable times (limited to normal business hours unless otherwise agreed) to confer and to provide information and assistance in connection with Purchaser's investigation of matters relating to the Branches, the Operating Sites, the ATMs, the Assets and the Liabilities and to familiarize Purchaser with basic policies and operational procedures of Seller relating to the Branches and Operating Sites (including the Central Vault), and to prepare for the conversion to Purchaser's systems of the Branch and other operations of Seller to be conducted by Purchaser after Closing. Seller shall cause other personnel to be reasonably available during normal business hours, to an extent not disruptive of ongoing operations, for the same purposes. The Transition Group shall meet with not later than seven (7) Business Days after the date of this Agreement to discuss transition issues and to identify members of a "Data Conversion Group", which shall include at least one representative each of Seller and Purchaser who is also a member of the Transition Group. (b) Not later than ten (10) Business Days after the execution of this Agreement, and at such times as scheduled thereafter, representatives of Seller and Purchaser (the "Data Conversion Group") shall meet to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, filesfiles (including conversion files on data cartridges or other media requested by Purchaser), procedures and schedules, for the transfer of account record responsibility; providedfrom Seller (or from its Affiliates or service providers, howeverincluding by example and not limitation, that Seller shall not be obligated under this Agreement M & I Data Services, Sea First, Check Free and ▇▇▇▇▇▇ American Checks) to provide Purchaser any information regarding Seller’s relationship with the customers outside (or its service providers) of the relevant Branch data processing and reporting responsibility for the Assets and Liabilities and all related aspects of the Hawaii Division to be transferred to Purchaser at Closing (e.g.collectively, other customer products, householding informationthe "Conversion Plan"). (bc) Not later than forty-five fifteen (4515) calendar days Business Days after the date execution of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample filesfiles on data cartridges in a form reasonably satisfactory to Purchaser, together with branch procedure manuals and loan procedure manuals, related product and marketing information, explanations of codes, file layouts, account standards and any other materials that Purchaser reasonably requests to facilitate the data mapping and conversion process with respect to the Assets and Liabilities and the related services to be performed by Purchaser (or its service providers) after Closing. Seller and Purchaser agree to cooperate to insure the orderly transfer of all data processing information. (cd) From and after fifteen (15) Business Days after the execution of this Agreement, Seller shall provide the information and access described in this Section 4.1 during and after normal business hours, on holidays and on weekends, upon one (1) Business Day's prior written or oral notice and in such manner as will not unreasonably interfere with the conduct of Seller's business, such information and access shall be provided during normal business hours, upon reasonable prior written or oral notice and in such manner as will not unreasonably interfere with the conduct of Seller's businesses. To the extent permitted by Applicable Law, Seller shall authorize and permit Purchaser and its Representatives to have full access to and to make copies of all of the properties, books, records, branch and ATM operating reports, audit reports, operating instructions and procedures, financial statements, books and records, contracts and documents of Seller, the work papers (including all information pertaining to past adjustments and all other information supporting such work papers) of Seller's auditor used to prepare the Financial Statements and all other information with respect to the business affairs, financial condition of Seller and the Assets (including the Designated Branches, the Designated Operating Sites and the Designated ATMs) and Liabilities as Purchaser may from time to time request, provided, however, that such information shall be required to be provided only to the extent it relates to the Acquired Business. All such access and information shall be provided as set forth in this Section 4.1(d) to such extent as Purchaser reasonably considers necessary or appropriate for the purposes of familiarizing itself with the business and operations of the Acquired Business, determining whether to purchase Seller's loans, determining any breach of the representations, warranties and covenants of Seller set forth herein, obtaining any necessary Regulatory Approvals, conducting further evaluations of the Assets (including the Designated Branches, the Designated Operating Sites and the Designated ATMs) and Liabilities of Seller and real properties securing Seller's loans, and accomplishing the integration of the business operations of the Acquired Business with those of Purchaser on the Closing Date or as soon thereafter as is practicable. (e) For purposes of Purchaser's investigation, Seller shall use reasonable efforts to cause any service bureau, third party servicer or other third party under contract to any of them to furnish to Purchaser and its representatives reasonable access to such party's premises and all of its books, records and properties relating to the operations of the Acquired Business, (including all files, computer records and customer information for third parties or necessary for the conversion on the Closing Date of all customer accounts, products and branch operating systems of Seller to such systems as Purchaser may designate). Seller shall use reasonable efforts to cause any service bureau, third party service or other third party to provide adequate space and facilities and the cooperation of its personnel, including, without limitation, copying facilities, to the end that such examination shall be completed expeditiously, completely and accurately. (f) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample filesfiles on data cartridges (or other media requested by ▇▇▇▇▇▇▇▇▇), Purchaser ▇▇▇▇▇▇▇▇▇ may request and Seller shall promptly provide reasonable updated conversion files on data cartridges or a specified electronic media and additional file-file related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account to account relationship information and any other related information with respect to the Deposits and the LoansAcquired Business. (dg) At such time as Purchaser may reasonably request, Seller shall provide Purchaser with (i) access to files of all applicable Check/Savings/Signatures that Seller has for the Assumed Deposits, Retail Repos, and Seller each will identify related special instructions and (ii) files of name/address and account information (listing of file, as applicable) on all products related to the Assumed Deposits or the Retail Repos, including safe box accounting, cash management services, telephone ▇▇▇▇ payments, electronic banking services, payroll customers and account analysis. (h) The Transition Group shall meet not less than once every two weeks at a regularly scheduled meeting to discuss any transition issues that have arisen, unless Seller and Purchaser agree to another schedule for such meetings. Notwithstanding any other within fifteen provision hereof, Seller shall not be required to make available to Purchaser any employment records as to which employees of Seller have not agreed to release such records to Purchaser. (15i) calendar days Seller shall permit Purchaser to have reasonable access in accordance with this Agreement to the Branches, the Operating Sites, CASC and the Central Vault (x) after the date hereof, one to analyze and establish all functions and systems performed at each of their respective senior level salaried personnel that possesses such locations, and (y) not later than (thirty (30) days before the Closing to permit Purchaser (i) subject to landlord's consent, if necessary, to install any necessary expertise data processing cables, lines and experience computer and other equipment as Purchaser deems necessary to assist permit the other party conversion from Seller's data processing systems to Purchaser's data processing systems on the transition matters set forth herein Closing Date, and (ii) to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified test any new systems installed by Purchaser. (j) [INTENTIONALLY OMITTED] (k) In addition to the other party until the Closing. assistance and deliveries required by this Section 4.1, which shall be provided by Seller will use reasonable best efforts at no expense to cooperate with Purchaser, upon request by Purchaser and Seller will make available at Purchaser’s request during the period from the date of this Agreement until the Closing Date time to time a reasonable number of experienced technical personnel for consultations consultation with Purchaser concerning transition matters and other than the matters referred to in the foregoing provisions of this Section 4.1, such consultations to be completed within sixty (60) days following the Closing Date unless otherwise required to facilitate the data processing transfer contemplated under this Agreement; provided, however, that -------- ------- consultations after such 30-day period shall be subject to Seller's consent, not to be unreasonably withheld, and shall be at Purchaser's expense. (l) Seller shall permit Purchaser to use Seller's ATM cabling and line network for up to sixty (60) days after Closing, such use to be without charge to Purchaser other than third-party telephone carrier charges and such charges as Purchaser shall incur in routing the network from its current terminus in the Ala Moana Building to such terminus location as Purchaser shall select. (m) The cost of custom programming, if requested by Purchaser, required to effectuate the conversion of Seller's data processing systems to Purchaser's data processing systems shall be borne by Purchaser.

Transitional Arrangements. (a) Seller and Purchaser agree shall, before and after the Closing Date, cooperate in good faith to cooperate ensure the orderly and efficient transfer and conversion of the Assets and Liabilities to be transferred hereunder. To this end and to proceed as follows to effect the transfer of account record responsibility for the Branch: (a) Not later than thirty (30) calendar days after the date of extent not otherwise provided in this Agreement, Seller will and Purchaser shall meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement appropriate procedures for notification of customers, employees and specifications, files, procedures and schedulessuppliers, for conversion of data processing and check clearing systems, for notification of customer inquiries and, as necessary, enter into a transition services agreement memorializing such procedures. Seller shall cooperate with Purchaser in a manner in which the transfer Seller reasonably believes will accommodate the conversion of account record responsibility; providedthe data processing and check clearing systems of the Branch. Other than conversion expenses as may relate to Seller’s data processor, however, that Seller shall not be obligated under this Agreement to provide Purchaser any conversion information regarding or assistance that requires unreasonable expense or inconvenience on Seller’s relationship part but shall discuss with Purchaser the customers outside feasibility and cost of the relevant Branch (e.g., other customer products, householding information)providing such information or assistance. (b) Not later than forty-five Purchaser shall establish an account with Seller (45the “Correspondent Account”) calendar days for purposes of accepting credits to and absorbing debits against, the cash balances transferred or transferable as a result of adjustments made pursuant to this Agreement during the three (3) months after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller Closing Date. The Correspondent Account shall provide reasonable additional file-related informationauthorization to Seller, including complete name without signature of Purchaser, for the deposits and addresswithdrawals authorized in, account masterfile, ATM account number information, applicable transaction but only such deposits and stop/hold/caution information, account-to-account relationship information and any other related information withdrawals as are authorized in this Agreement with respect to the Deposits and Correspondent Account. Any negative (collected) balances in the Loans. (d) Correspondent Account shall represent an advance to Purchaser and Seller bearing interest which shall be debited against such Correspondent Account at the end of each will identify to month at the other within fifteen (15) calendar days after the date hereof, one of their respective senior level salaried personnel that possesses the necessary expertise and experience to assist the other party applicable Federal Funds Rate on the transition matters set forth herein to be the dedicated point last Business Day of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from the date of this Agreement until the Closing Date a reasonable number of experienced technical personnel for consultations with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1such month.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed where applicable as follows to effect the transfer conversion of account record data processing responsibility for the BranchBranch at Closing: (a) Not later than thirty (30) calendar days As soon as practicable after the date execution of this Agreement, Seller will meet with Purchaser to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, including without limitation conversion sample files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser any information regarding Seller’s relationship with the customers outside of data processing responsibility from the relevant Branch (e.g., other customer products, householding information)Branch. (b) Not later than forty-five (45) calendar days As soon as practicable after the date execution of this Agreement, if requested by Purchaser, Seller shall deliver to Purchaser the specifications and conversion sample filesfiles which shall be in a form reasonably satisfactory to Purchaser. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-file related information, including without limitation, complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account to account relationship information and any other related information with respect to the Assumed Deposits and the Other Loans. (d) Purchaser and Seller each will identify to the other within fifteen (15) calendar days As soon as practicable after the date hereof, one if requested by Purchaser, Seller shall provide Purchaser access to inspect with (i) a file of their respective senior level salaried personnel all applicable Check/Savings/Signatures that possesses the necessary expertise and experience to assist the other party on the transition matters set forth herein to be the dedicated point of contact Seller has for the other party to accomplish the transition matters set forth herein in a timely Assumed Deposits and efficient manner. Each point related special instructions and (ii) name/address and account information (listing of contact of the parties hereto shall serve in that role from the date identified file as applicable) on all products related to the other party until the Closing. Assumed Deposits. (e) Upon request by Purchaser, Seller will use reasonable best efforts to cooperate with Purchaser and will make available from time to time, at Purchaser’s request during the period from the date of this Agreement until the Closing Date expense, a reasonable number of experienced technical personnel for consultations consultation with Purchaser concerning transition matters and other than the matters referred to in the foregoing provisions of this Section 4.1, such consultations to be completed by the Closing Date. (f) The Purchaser agrees that all diligence and transition preparation performed in connection with this Article 4 shall be at the Purchaser’s expense and shall be conducted at such times and in such a manner as is acceptable to Seller and the Purchaser shall not remove any Records or other documents from the Branch or make any copies of the same without the consent of the Seller. All information obtained to Purchaser pursuant to this Agreement shall be deemed confidential information under the Confidentiality Agreement and subject to the terms thereof.

Transitional Arrangements. Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the BranchBranches: (a) Not later than thirty fifteen (3015) calendar days after the date of this Agreement, Seller will meet with Purchaser at Seller’s headquarters to investigate, confirm and agree upon mutually acceptable transaction settlement procedures and specifications, files, procedures and schedules, for the transfer of account record responsibility; provided, however, that Seller shall not be obligated under this Agreement to provide Purchaser (i) any information regarding Seller’s relationship with the customers outside of the relevant Branch (e.g., other customer products, householding information)) or (ii) any email conversion and forwarding or phone forwarding services. (b) Not later than forty-five Seller shall use Commercially Reasonable Efforts to deliver to Purchaser the specifications and conversion sample files within thirty (4530) calendar days after the date of this Agreement, Seller shall deliver to Purchaser the specifications and conversion sample files. (c) From time to time prior to the Closing, after Purchaser has tested and confirmed the conversion sample files, Purchaser may request and Seller shall provide reasonable additional file-related information, including complete name and address, account masterfile, ATM account number information, applicable transaction and stop/hold/caution information, account-to-account relationship information information, internet banking and ▇▇▇▇ pay enrollment information, debit card customer data and any other related information with respect to the Deposits and the Loans. The Seller shall cooperate with Purchaser to provide timely, complete, and accurate information for two test conversions and one mock conversion leading up to the final conversion. (d) Purchaser and Seller each will identify to the other within Not later than fifteen (15) calendar days after the date hereofof this Agreement, one Purchaser shall complete Seller’s information security assessment and, in connection therewith, Purchaser shall promptly provide Seller with all information related to Purchaser and its Affiliates that is reasonably requested by Seller. Seller shall provide an overview of their respective senior level salaried personnel that possesses the necessary expertise and experience its information security assessment process prior to assist the other party on the transition matters set forth herein to be the dedicated point of contact for the other party to accomplish the transition matters set forth herein in a timely and efficient manner. Each point of contact of the parties hereto shall serve in that role from the date identified to the other party until the Closing. Seller will use reasonable best efforts to cooperate with Purchaser and will make available at Purchaser’s request during the period from entering into this Agreement. (e) Not later than thirty (30) calendar days after the date of this Agreement until Agreement, Purchaser and Seller shall mutually agree upon (i) a calendar for all customer notifications to be sent pursuant to and in accordance with Section 4.2 and (ii) the Closing Date a reasonable number mailing file requirements of experienced technical personnel for consultations Purchaser in connection with Purchaser concerning transition matters and other than the matters referred to in this Section 4.1such customers’ notifications.