Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to and upon the terms and conditions set forth in of this Agreement, at effective as of the ClosingClosing Date, Purchaser shall assume, agrees to assume from Seller and to pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) according to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to their terms ONLY the following specified Liabilities (collectively, the “Assumed Liabilities”): ), but no others: (i) all Liabilities, if any, of Seller specifically set forth in Schedule 1.4(a) herein, (ii) all Liabilities incurred by the DepositsBusiness with respect to the Assets, including Deposits the Assumed Contracts, from and after the Closing Date, and (iii) any Transfer Taxes, Fees and Property Taxes, in IRAs and ▇▇▇▇▇ Accounts each case, to the extent contemplated by specifically allocated to Purchaser pursuant to Section 2.4; (ii) 5.2. Purchaser shall not assume any Liabilities of Seller, and Seller shall remain liable for and shall discharge any and all Liabilities incurred with respect to the Personal PropertyAssets, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and including the Assumed Contracts; (v) , prior to the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes)Closing. (b) Notwithstanding anything Nothing herein shall be deemed to the contrary in this Agreementdeprive Purchaser or any Affiliate of Purchaser, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesas applicable, of any kind defenses, set-offs or naturecounterclaims that Seller has or may have had or that Purchaser, known, unknown, contingent or otherwise, of Seller or any Affiliate of its AffiliatesPurchaser, other than as applicable, shall have (to the extent relating to the Assumed Liabilities) to any of the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded LiabilitiesDefenses and Claims”). Effective as of the Closing, Seller agrees to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, secure, perfect and enforce such Defenses and Claims.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property, excluding any duty, responsibility, obligation or liability arising from or relating to (A) the Real Property or (B) in whole or in part with respect to an Environmental Condition migrating to or from the Real Property, if any claim, demand or proceeding, or any notice of the foregoing arising from or relating to (A) or (B) of this Section 2.2(a)(ii) is made or commenced prior to the Closing or if any such duty, obligation or liability relates to a period prior to the Closing; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed ContractsLoans; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee solely in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at Simultaneously with the Closing, the Purchaser or an Affiliate of Purchaser shall assumeassume and be liable for, and shall pay, perform and discharge discharge, when due, and no other Liabilities: (i) all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or Liabilities arising after the Closing Date under the Transferred Contracts but only to the extent that such Liabilities thereunder do not relate to any failure to perform, improper performance, or other breach, default or violation of any such Transferred Contract by Seller or any Affiliate of Seller prior to the Closing; (ii) all Liabilities arising from the conduct of the Business or the Transfer Date ownership of the Transferred Assets by Purchaser or any Affiliate of Purchaser following the Closing, including without limitation the design, manufacture, import, sale or offer for sale of any products by the Purchaser or any Affiliate of Purchaser irrespective of when such products were designed, manufactured, imported or offered for sale; and (iii) all Liabilities of the Purchaser incurred in accordance with respect this Agreement, including, without limitation, those set forth on Part 1.4(a) of the Disclosure Letter (the Liabilities described in clauses “(i)”, “(ii)”, and “(iii)” of this sentence being collectively referred to a Transferred Employee), with respect to the following (collectively, as the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to Section 1.4(a), the contrary in this Agreement, Purchaser shall not assume and shall not be responsible to pay, perform or be bound by discharge any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, Liabilities of Seller or any of its Affiliates, Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (i) any and all Liabilities to the extent arising from, or as otherwise expressly assumed hereunder incurred in connection with, the Excluded Assets; (ii) any and all duties, responsibilities, obligations and liabilities Liabilities of Seller or any of its AffiliatesAffiliates for Seller Transaction Expenses (as defined in Section 10.5(b) below); (iii) any and all Liabilities of Seller or any of its Affiliates listed on Part 1.4(b) of the Disclosure Letter; (iv) all Liabilities arising from the conduct of the Business or the ownership of the Transferred Assets on and prior to the Closing Date including, other than without limitation, all Liabilities associated with administering and honoring all repair and replacement warranties, returns and similar obligations related to the products and services of the Business sold on or prior to the Closing Date or such services provided on or prior to the Closing Date; provided that, with respect to products sold or services performed prior to the Closing, Purchaser will administer and honor all such warranties, returns and similar obligations on behalf of Seller and any Affiliate of Seller; (v) any Liability for (x) Taxes of Seller or any Affiliate of Seller or relating to the Transferred Assets or the Assumed Liabilities for any Pre-Closing Period, (y) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 1.6 or (z) other Taxes of Seller or any Affiliate of Seller of any kind or description (including any Liability for Taxes of Seller or any Affiliate of Seller that becomes a Liability of Purchaser or any Affiliate of Purchaser under any common Legal Requirement doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Legal Requirement, except current real estate and personal property taxes with respect to the Business or the Transferred Assets to the extent such Taxes relate to a Post-Closing Period); (vi) subject to Part 1.4(a) of the Disclosure Letter, any Liabilities of Seller or any Affiliate of the Seller for any Pre-Closing Period relating to present or former employees, officers, directors, retirees, independent contractors or consultants of Seller or any Affiliate of Seller, including, without limitation, any Liabilities associated with any claims for wages or other obligations expressly assumed hereunderbenefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (vii) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller or any Affiliate of Seller, including, with respect to any breach of fiduciary obligations; (viii) any Liabilities associated with debt, loan or credit facilities of the “Excluded Liabilities”)Seller and/or any Affiliate of Seller; and (ix) any Liabilities arising out of, in respect of or in connection with the failure by Seller or any of its Affiliates to comply with any Legal Requirement or Order.

Assumption of Liabilities. (a) Subject Upon the terms and subject to the conditions set forth in this Agreement, the Interim Services Agreement and the ▇▇▇▇ of Sale, subject to Section 3.01(b), Section 8.05 and the terms and conditions set forth in this the Supply Agreement, at and excluding any Liabilities represented, warranted or disclosed by EPI under Article VI (other than with respect to obligations under the Assumed Contracts), as of the Closing, Purchaser shall the Acquiror agrees to assume, paysatisfy, perform perform, pay and discharge all duties, responsibilities, obligations or liabilities each of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following Liabilities (collectively, the “Assumed Liabilities”): (i) all Liabilities of EPI or any of its Affiliates solely arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property which resulted from the Depositsuse or misuse of Products sold directly by the Acquiror (or its Affiliates, sublicensees and marketing, promotion or distribution partners) at any time after the Closing (including Deposits in IRAs and ▇▇▇▇▇ Accounts all Actions or Proceedings relating to the extent contemplated by Section 2.4any such Liabilities); (ii) all Liabilities of EPI or any of its Affiliates under the Personal PropertyAssumed Contracts, Branch Leasessubject to the terms and conditions set forth in the Assignment and Assumption Agreement, Tenant Leasesbut only to the extent that such Liabilities arise from any event, Tenant Security Deposits and circumstance or condition occurring after the Owned Real PropertyClosing; (iii) all Liabilities of EPI or any of its Affiliates solely arising out of government seizures, field corrections, withdrawals or recalls of Products to the Safe Deposit Agreements;extent that such Products were sold directly by the Acquiror (or its Affiliates, sublicensees and marketing, promotion or distribution partners) at any time after the Closing; Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. (iv) subject to clause ”(i)” above, all liabilities of EPI or any of its Affiliates with respect to any litigation or other claims solely arising out of or relating to the Equipment Leases and conduct of the Assumed ContractsBusiness by the Acquiror or its Affiliates after the Closing; (v) all Liabilities of EPI or any member of any affiliated group of which EPI is a member for Taxes solely arising out of or relating to the LoansPurchased Assets (including the Products) (to the extent arising out of any event, and circumstance or condition occurring after the servicing Closing), the ownership, research, development, sale or lease of any of the Loans pursuant to Section 2.5Purchased Assets by the Acquiror or its Affiliates after the Closing or the operation of the Business by the Acquiror or its Affiliates after the Closing; (vi) liabilities all Liabilities of EPI or any of its Affiliates solely arising out of user or other similar fees payable to the FDA or any Transferred Employee in respect other Governmental or Regulatory Authority to the extent that such fees are due and payable on account of his the operation of the Business by the Acquiror or her employment with Purchaser on or its Affiliates after the Transfer DateClosing (and to the extent that EPI or any of its Affiliates has paid any such fee prior to the Closing, including as set forth in Section 8.7the Acquiror shall promptly reimburse EPI or such Affiliate for such payment or prorated portion thereof); and (vii) liabilities for Taxes of, all other Liabilities of EPI or any of its Affiliates solely arising out of or relating toto the Purchased Assets (including the Products)(to the extent arising out of any event, circumstance or condition occurring after the Closing), the Assetsownership, research, development, sale or lease of any of the Assumed Liabilities Purchased Assets by the Acquiror or its Affiliates after the Closing or the business or operation of the Branches Business by the Acquiror or its Affiliates after the Closing to the extent arising out of any event, circumstance or condition occurring after the Closing. For greater clarity, the parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Section 3.01(a), if any Liabilities that arise from any event, circumstance or condition occurring after the Closing relate to or in any way involve any Products that have been sold, the Acquiror shall only assume those Liabilities arising from those Products sold directly at any time after the Closing by the Acquiror (other than Excluded Taxesor its Affiliates, sublicensees and marketing, promotion or distribution partners), and EPI shall retain all Liabilities arising from those Products sold directly at any time prior to he Closing by EPI (or its Affiliates, sublicensees and marketing, promotion or distribution partners). (b) Notwithstanding anything contained in this Agreement to the contrary in this including Section 3.01(a)) and subject to the terms and conditions of Section 8.05, the Supply Agreement and the Interim Services Agreement, Purchaser EPI shall not assume retain an of the following Liabilities (“Excluded Liabilities”): (i) all accounts payable of EPI and its Affiliates; (ii) all Liabilities of EPI and its Affiliates with respect to the manufacture, processing, packaging, testing, sale or be bound by any duties, responsibilities, obligations or liabilities, holding of any kind inventory or natureof the Products prior to the Closing; Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, knownwhich are marked with brackets [ ] and an asterisk*, unknownhave been separately filed with the Commission. (iii) all Liabilities under the Assumed Contracts, contingent but only to the extent such Liabilities arise from any event, circumstance or otherwisecondition occurring prior to the Closing; (A) all Liabilities for Taxes payable with respect to any business, assets, property or operation of Seller EPI or any member of any affiliated group of which EPI is or has been a member, and (B) all Liabilities for Taxes relating to or arising out of the Purchased Assets (including the Products), the ownership, research, development, sale or lease of any of the Purchased Assets by EPI or the operation of the Business by EPI attributable to any Pre-Closing Tax Period, other than any Transfer Tax for which the Acquiror is responsible pursuant to Section 4.04; (v) all Liabilities of EPI or any of its Affiliates arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property which resulted from the use or misuse of Products sold directly by EPI (or its Affiliates, other than sublicensees and marketing, promotion or distribution partners) at any time prior to the Assumed Closing (including all Actions or Proceedings relating to any such Liabilities); (vi) all Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller EPI or any of its Affiliates arising out of government seizures, field corrections, withdrawals or recalls of Products that are sold directly by EPI (or its Affiliates, other than sublicensees and marketing, promotion or distribution partners) at any time prior to the Assumed Closing; (vii) subject to clause “(v)” above, all Liabilities of EPI or any of its Affiliates with respect to any litigation or other obligations expressly assumed hereunderclaims arising out of or relating to the conduct of the Business by EPI or its Affiliates prior to the Closing, (viii) all Liabilities of EPI or any of its Affiliates arising out of user or other similar fees payable to the FDA or other Governmental or Regulatory Authority to the extent that such fees are due and payable on account of the operation of the Business prior to the Closing (and to the extent the Acquiror or any of its Affiliates has paid any such fee after the Closing, EPI shall promptly reimburse the “Excluded Liabilities”Acquirer or such Affiliate for such payment or prorated portion thereof); and (ix) any other Liability of EPI or any of its Affiliates that is not listed as an Assumed Liability under Section 3.01(a).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. Effective as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (ax) Subject each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the terms Assets and conditions set forth in this Agreementthe Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, at warranty or covenant, or for any claims for indemnification contained therein), to the Closingextent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, Purchaser representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts Excluded Liabilities except to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)as provided on Schedule 1.03.

Assumption of Liabilities. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at Purchaser shall, effective as of the Closing, Purchaser shall assume, assume and agree to pay, discharge and perform in accordance with their terms the following Liabilities of the Seller Group as the same shall exist on the Closing Date and discharge all dutiesirrespective of whether the same shall arise prior to, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)each, with respect to the following (an “Assumed Liability,” and collectively, the “Assumed Liabilities”): (a) subject to Section 2.4, all Liabilities (other than Taxes) arising under the Assigned Contracts, whether incurred or arising prior to, at or after the Closing, and all of the Determined Cure Costs; (b) (i) all Transfer Taxes for which Purchaser is liable pursuant to Section 2.13 and (ii) all Property Taxes for which Purchaser is liable pursuant to Section 7.3(c). (c) (i) all accounts payable of the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts Seller Group to the extent contemplated related to the Business, arising out of or related to the purchase of goods, materials or services in the ordinary course of business by Section 2.4or on behalf of the Seller Group, (ii) all other trade payables of the Seller Group incurred in the ordinary course of business, to the extent related to the Business or the Transferred Assets, and (iii) all other Liabilities included in the calculation of Closing Net Working Capital; (iid) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing all Liabilities arising out of or relating to any of the Loans pursuant Transferred Employees solely to Section 2.5; the extent such Liabilities relate to periods following the Closing (vi) liabilities but in all cases, other than Liabilities related to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Seller Plans); and (viie) liabilities for Taxes of, all Liabilities arising out of or relating toto any action, the Assetscharge, the Assumed Liabilities claim (including any cross-claim or the business counter-claim), suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or operation of the Branches (other than Excluded Taxesappellate proceeding). (b) Notwithstanding anything , hearing, inquiry, audit, examination or investigation with respect to the contrary in this AgreementBusiness to the extent arising from acts, Purchaser shall not assume omissions or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than events occurring from and after the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)Closing.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at At the Closing, Purchaser shall assume, and shall be solely and exclusively liable for, and shall pay, perform and discharge all dutieswhen due, responsibilities, obligations or liabilities the following Liabilities of each Seller (collectively, the "Assumed Liabilities"): (a) all Liabilities of any kind relating to the Purchased Assets which arise out of, or relate to events or occurrences after the Closing Date (except as set forth in the succeeding provisions of this Section 2.3); (b) all Liabilities of any kind and with respect to the Transferred Employees whether accruedincurred before, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employeeother than Liabilities described in Sections 2.4(e), with respect to the following (collectively, the “Assumed Liabilities”): (i2.4(f) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.42.4(g)); (iic) the Personal Propertyall Liabilities of each Seller and its Subsidiaries arising out of or incurred whether before, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Closing Date in respect of the Assumed Contracts (including obligations with respect to any Bonds relating to the Assumed Contracts); provided that Purchaser shall not assume any liability for any Completed Project; (d) all obligations of each Seller with respect to accounts payable of the Business outstanding on the Closing Date, including as set forth ; (e) all obligations of each Seller with respect to accrued expenses of the Business outstanding on the Closing Date (other than those described in Section 8.72.4(e)); (f) any and all Indebtedness of each Seller and its Subsidiaries of the types described in clauses (ii), (iv) and (vi) (which, in the case of clause (vi), shall be limited to such Indebtedness as the same may relate to the Purchased Assets) of such defined term and all obligations under the Bonds; (g) all Liabilities assumed by Purchaser pursuant to Section 5.11; and (viih) liabilities for Taxes ofall Liabilities of each Seller and its Subsidiaries arising in connection with those litigation matters listed on Schedule 2.3(h). Notwithstanding the foregoing, in no event shall Purchaser be obligated to assume, perform or relating tootherwise discharge the following: (i) Liabilities of either Seller to Purchaser under this Agreement which result from misrepresentations or breaches of any warranty by the Sellers under this Agreement; and (ii) Liabilities of either Seller to Purchaser under this Agreement which result from any act performed, the Assetstransaction entered into or state of facts suffered to exist in violation by either Seller of any provision of this Agreement. Further, Purchaser's assumption of the Assumed Liabilities shall in no way be deemed a waiver or release by Purchaser of any rights, at law or in equity, which Purchaser may have against the business or operation of the Branches Sellers (other than Excluded Taxes). (b) Notwithstanding anything but only to the contrary extent provided in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, ) as a result of any kind claim arising out of the breach by the Sellers of any representation, warranty or nature, known, unknown, contingent or otherwise, covenant of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)Sellers under this Agreement.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 3.4, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date Effective Time (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts Accounts, but excluding Excluded ▇▇▇/▇▇▇▇▇ Account/HSA Deposits to the extent contemplated by Section 2.4; (ii) the Personal Property, the Branch Leases, Tenant Leasesthe Parking Lease, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the LoansLoans (it being understood and agreed that Purchaser is assuming all future funding obligations as of the Effective Time in respect of any Loan), and the servicing of the Loans after the Effective Time pursuant to Section 2.5; (vi) liabilities to in respect of any Transferred Employee in respect arising out of or relating to his or her employment with Purchaser on or after the Transfer Date, including and certain liabilities in respect of Branch Employees as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller or any of its Affiliates, of any kind or nature, known, unknown, contingent or otherwiseotherwise (including, for the avoidance of doubt, any liabilities arising out of the matter disclosed on Section 5.13 of the Seller or Disclosure Schedule and any of its AffiliatesSeller’s obligations arising pursuant to the FDIC Purchase Agreement), other than the Assumed Liabilities (which shall not be deemed to include any obligations of Seller pursuant to the FDIC Purchase Agreement) or as otherwise expressly assumed hereunder set forth herein (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”). For the avoidance of doubt, nothing in this Section 2.2(b) shall limit Purchaser’s obligations under Section 7.5(d).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property, excluding any duty, responsibility, obligation or liability arising from or relating to (A) the Real Property or (B) in whole or in part with respect to an Environmental Condition migrating to or from the Real Property, if any claim, demand or proceeding, or any notice of the foregoing arising from or relating to (A) or (B) of this Section 2.2(a)(ii) is made or commenced prior to the Closing or if any such duty, obligation or liability relates to a period prior to the Closing; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed ContractsLoans; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to and upon the terms and conditions set forth in this Agreementcontained herein, at the Closing, Purchaser shall assumeassume and become responsible for all debts, pay, perform liabilities and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) the Sellers relating to be discharged, performed, satisfied or paid on or after the Closing Date (Assets or the Transfer Date with respect to a Transferred Employeeoperation of the Business, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, other than the Excluded Liabilities (the "Assumed Liabilities"), with respect to the following (collectivelyincluding, the “Assumed Liabilities”):without limitation: (i) all debts, liabilities, and obligations arising from, or related to, (A) (1) the Depositsdevelopment, including Deposits manufacture, advertising, marketing, distribution, sale, or use (including, without limitation, any related health effects) of, (2) the exposure to, or (3) warnings regarding cigarettes developed, manufactured, advertised, marketed, distributed or sold by either of the Sellers or any of their Subsidiaries under the Brands ("Transferred Tobacco Matters"), (B) any past, present or future claim alleging any violation of any law, statute, ordinance, rule or regulation related to Transferred Tobacco Matters, including, without limitation, those described in IRAs and ▇▇▇▇▇ Accounts Schedule 2.7, or (C) claims, litigation, proceedings, suits, or actions of any kind, including, without limitation, brought by or before any Governmental Authority relating to the extent contemplated by Section 2.4Transferred Tobacco Matters, violations described in clause (B) above, or any substantially similar subject matter, or substantially similar or related factual or legal allegations or claims (the debts, liabilities and obligations referred to in this clause (i), collectively, the "Transferred Tobacco Liabilities"); (ii) all debts, liabilities, and obligations relating to the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real PropertyTransferred Contracts; (iii) the Safe Deposit Agreementsall debts, liabilities, and obligations to pay wages, salaries, bonuses, severance or retention payments, and payroll Taxes to Transferred Employees; (iv) subject to the Equipment Leases provisions of Section 10.5, all debts, liabilities, and obligations for Taxes (other than payroll Taxes assumed pursuant to subsection (iii) above) arising out of or relating to the operation of the Business or the ownership of the Assets arising or accruing after the Closing Date and the Assumed Contractsobligations and liabilities under the proviso of the first sentence in Section 10.5; (v) subject (with respect to Escrow Obligations arising during the LoansClosing Year) to the provisions of Section 5.7, all debts, liabilities and obligations related to the servicing Business under any Qualifying Statutes, including, but not limited to, any Escrow Obligations, arising or accruing after the Closing Date with respect to sales of cigarettes under the Loans pursuant to Section 2.5Brands; (vi) all debts, liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as and obligations set forth in Section 8.7on Annex E; and (vii) all other debts, liabilities, and obligations reflected as current liabilities for Taxes of, or relating to, in the Assets, the Assumed Liabilities or the business or operation calculation of the Branches (other than Excluded Taxes)Final Net Working Capital of the Business. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Leases and the Owned Real Property, excluding any duty, responsibility, obligation or liability arising from or relating to (A) the Real Property or (B) in whole or in part with respect to an Environmental Condition migrating to or from the Real Property, if any claim, demand or proceeding, or any notice of the foregoing arising from or relating to (A) or (B) of this Section 2.2(a)(ii) is made or commenced prior to the Closing or if any such duty, obligation or liability relates to a period prior to the Closing; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed ContractsLoans; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee solely in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Property and Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and; (viivi) liabilities for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes, and (b) Purchaser’s portion of any Transfer Taxes pursuant to the terms of Section 8.2; and (vii) the current operating liabilities relating to the banking operations of Seller set forth on Schedule 2.2(a). (b) Notwithstanding anything to Other than the contrary in this AgreementAssumed Liabilities expressly assumed hereunder, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, including those of Parent, Seller or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller that occurred, or any of its Affiliatesare alleged to have occurred, other than prior to the Assumed Liabilities Closing Date (or as otherwise expressly assumed hereunder the Transfer Date with respect to Transferred Employees) (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, Purchaser AGA and the Seller shall execute and deliver the Assumption Agreement, pursuant to which AGA shall assume, and agree to pay, perform and discharge when due, any and all dutiesdebts, responsibilitiesliabilities and obligations of the Seller, obligations of whatever nature (whether fixed or liabilities contingent, matured or unmatured, arising by Law or by contract or otherwise, on or prior to the Closing Date) other than (i) the Seller’s obligation pursuant to Section 5.20 of the BOC Sale Agreement, (ii) the Retained Product Liabilities, (iii) any obligation of Seller under this Agreement, and (whether accrued, contingent iv) any obligation or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect liability of Seller to the following extent arising out of the Purchase Price Adjustment Claim (collectively, the “Assumed Liabilities”): ). The four types of obligations or liabilities that are retained by Seller under the preceding paragraph, namely (i) the DepositsSeller’s obligation pursuant to Section 5.20 of the BOC Sale Agreement, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal PropertyRetained Product Liabilities, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; any obligation of Seller under this Agreement, and (iv) any obligation or liability of Seller to the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing extent arising out of the Loans pursuant Purchase Price Adjustment Claim are referred to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Retained Liabilities.”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in of this Agreement, at the ClosingAcquirer hereby assumes, Purchaser shall assumeand agrees to pay, payhonor, perform and discharge all dutiesas and when due, responsibilities, the following liabilities and obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (ia) liabilities and obligations arising under the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts Assigned Contracts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant such obligations are to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or be performed after the Transfer Date, including as set forth in Section 8.7; (b) product liabilities after the Transfer Date except to the extent arising due to negligence on the part of Seller; (c) liabilities relating to the use of the Purchased Assets following the Closing; and (viid) liabilities for Taxes ofproducts-related accounts payable due after the Transfer Date and other normal course current liabilities, or relating to, all as disclosed in the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything Schedules to the contrary in this Agreement. For the avoidance of doubt, Purchaser shall Acquirer is not assume or be bound by assuming any duties, responsibilitiesliabilities, obligations or liabilities, debt of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliatesnature whatsoever, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereundercollectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, any liabilities of Seller arising or related to (i) the negotiation, preparation and performance of this Agreement, the other transaction documents and the transactions contemplated hereby and thereby, (ii) borrowed money or guarantees by the Seller, (iii) income taxes of Seller, (iv) any litigation of Seller, (v) infringement of the Intellectual Property of others, (vi) any breach or failure to perform any of the Company’s covenants, agreements, representations or warranties contained in any Contract, (vii) any violation of law, (viii) any Seller employee claims or obligations, (ix) any pollution, threat to the environment, discharge of waste and failure to comply with environmental law, and (x) any person or entity seeking to impose on Acquirer any liabilities of Seller by virtue of any theory of successor liability.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4/Keoghs and related account agreements; (ii) the Personal Property, the Branch Leases, Tenant Leases, Tenant Security Deposits Lease and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, and shall pay, perform and discharge all dutieswhen due the following obligations, responsibilitiesliabilities and commitments, obligations whether known or liabilities of Seller (whether unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise) otherwise and whether due or to be dischargedbecome due, performedarising out of, satisfied relating to or paid on or after otherwise in respect of the Closing Date (Transferred Assets, the Business or the Transfer Date with respect to a Transferred Employee)operation or conduct of the Business, with respect to the following including (collectively, the “Assumed Liabilities”): (i) all obligations, liabilities and commitments of Seller or any of the DepositsSeller Affiliates under the Transferred Contracts and the Transferred Permits, including Deposits in IRAs and ▇▇▇▇▇ Accounts each case to the extent contemplated such obligations, liabilities and commitments relate to the period from and after the Closing Date, but excluding any obligations, liabilities or commitments arising out of or relating to any breach or default by Section 2.4Seller or any of the Seller Affiliates with respect to any such Transferred Contract or Transferred Permit; (ii) all obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns and warranty or similar claims, in each case in respect of requests for returns in the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and ordinary course of business consistent with past practices for Products sold by the Owned Real PropertyBusiness prior to the Closing; (iii) Property Taxes that are the Safe Deposit Agreementsresponsibility of Purchaser pursuant to Section 9.01(a); (iv) Transfer Taxes that are the Equipment Leases and the Assumed Contractsresponsibility of Purchaser pursuant to Section 9.01(c); (v) all obligations, liabilities and commitments accruing, arising out of or relating to the Loans, and the servicing operation or conduct of the Loans pursuant to Section 2.5Business or the use or ownership of the Transferred Assets, in each case after the Closing Date, including obligations, liabilities and commitments in respect of any and all products sold by the Business after the Closing Date (including in respect of product liability claims); (vi) all obligations, liabilities to any Transferred Employee and commitments (A) arising under or in respect of his (x) the advertising commitments set forth in Schedule 1.04(a)(vi) or her employment with Purchaser (y) any advertising commitments entered into or assumed by Seller or any of the Seller Affiliates on or after the Transfer Date, including date of this Agreement in accordance with the terms of this Agreement and (B) for trade promotions and consumer promotions (x) as set forth in Section 8.7Schedule 1.04(a)(vi) or (y) planned or committed on or after the date of this Agreement in accordance with the terms of this Agreement, in each case in respect of any and all Products of the Business (including the Transferred Inventory) sold by Purchaser on and after the Closing Date; and (vii) all obligations, liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation and commitments of the Branches (other than Excluded Taxes)Purchaser pursuant to Section 5.05. (b) Notwithstanding anything to the contrary in any other provision of this Agreement, Purchaser shall not assume or any Retained Liability, each of which shall be bound retained and paid, performed and discharged when due by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its and the Seller Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the . The term “Excluded Retained Liabilities”).” means:

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accruedSeller, contingent or otherwise) other than the Excluded Liabilities, to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇K▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, Loans and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viiv) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches Milford Road Branch (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder hereunder, including the following (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereundercollectively, the “Excluded Liabilities”)): (i) any liabilities or obligations to the extent arising from any investigations, actions, suits or proceedings against Seller, the Assets or the Assumed Liabilities pending or, to Seller’s Knowledge, threatened as of or prior to 5:00 p.m., Eastern time, on the Closing Date; (ii) any liabilities or obligations to the extent arising from violations of applicable law, rule or regulation, breach of fiduciary duties or tortious conduct by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date, including actions or omissions by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date resulting in lender liability; (iii) any liabilities or obligations to the extent arising from any breach of, default under or failure to perform under any contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party, by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date; (iv) any liabilities or obligations to the extent relating to an Excluded Assets, whether arising prior to or after 5:00 p.m., Eastern time, on the Closing Date; (v) any responsibility, obligation, duty, legal action, administrative or judicial proceeding, claim, penalty or liability arising out of Seller’s ownership and operation prior to the Closing of the business represented by the Milford Road Branch, the Assets or the Assumed Liabilities; and (vi) any liabilities or obligations related to any Branch Employees.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches Branches, the Assets and the Assumed Liabilities (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and I▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4/Keoghs and related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) the Investment Management and Trust Services Relationships; (vii) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viiviii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge assume all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) solely to the extent such duties, responsibilities, obligations or liabilities are required to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs ▇▇▇ and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4, as of the close of business on the day immediately preceding the Closing Date; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts, except for any liability or obligation under such contracts (i) to be performed prior to the Closing Date or (ii) arising from a breach of, or default under, such contract by Seller or its Affiliates; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including except as set forth in Section 8.7, all liabilities arising out of the employment of the Branch Employees and their dependents and beneficiaries arising or accruing from and after the Closing Date; (vi) the obligations under the Transferred Loans and related Loan Documents, including any unfunded commitments and lines of credit related to the Transferred Loans and the obligation and responsibility to service the Transferred Loans as contemplated by Section 2.5; (vii) subject to Section 2.2(c), Seller’s obligations with respect to the Letters of Credit; and (viiviii) liabilities liability for Taxes of, relating to the holding or relating to, use of the Assets, the Assumed Liabilities Acquired Assets or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall will not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, otherwise (other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all dutiesset forth herein), responsibilities, including without limitation any liabilities or obligations and liabilities related to or arising out of Seller Seller’s or any of its Affiliates’ ownership and operation of the Branches and the Acquired Assets prior to the Closing Date. (c) In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, other than the Assumed Liabilities or other obligations expressly assumed hereunderparties agree that the Letters of Credit shall remain outstanding from and after the Closing in accordance with their respective terms. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “Excluded LiabilitiesReimbursement Obligations”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit with new letters of credit issued by Purchaser (each, a “Replacement Letter of Credit”). On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Letters of Credit and substituting Replacement Letters of Credit as contemplated by this Section 2.2(c), including procedures for Purchaser to reimburse Seller for any payments it makes in respect of a draw on a Letter of Credit.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, assume and agree to perform and discharge as of the Closing the following to the extent not previously performed or discharged: (i) all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) Sellers which accrue and are to be discharged, performed, satisfied or paid on or performed from and after the Closing Date under those permits, authorizations, licenses, leases, rights of way, easements and other agreements either set forth on SCHEDULES 2.01(a) AND (d) attached hereto or those agreements of a non-material nature which are not required to be disclosed on SCHEDULES 2.01(a) AND (d); (ii) all other obligations of Sellers entered into during the Transfer Date with respect to a Transferred Employee), with respect period from the date hereof to the following Closing by any Seller in the ordinary course of its business in accordance with the provisions of Section 9.05 below or that were identified to and consented to by Purchaser (collectivelyall of such permits, the “Assumed Liabilities”): authorizations, licenses, leases, rights of way, easements and other agreements referred to in items (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) being referred to hereinafter as the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits "Assumed Contracts"); and the Owned Real Property; (iii) the Safe Deposit Agreements; all "Current Liabilities" (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth defined in Section 8.7; and 5.04(a) hereof) (viisuch items (i) liabilities for Taxes of, or relating to, through (iii) are collectively referred to herein as the Assets, the "Assumed Liabilities or the business or operation of the Branches (other than Excluded TaxesLiabilities"). (b) Notwithstanding anything to the contrary in this Agreement, . Purchaser shall not assume or be bound by liable for any duties, responsibilities, obligations or liabilities, debts, contracts, agreements, (including without limitation any contracts or agreements relating to the Excluded Assets set forth on SCHEDULE 2.02) or other obligations of Sellers of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, nature whatsoever other than the Assumed Liabilities (such other liabilities, debts, contracts, agreements or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, Sellers other than the Assumed Liabilities or other obligations expressly assumed hereunder, being referred to as the “Excluded "Nonassumed Liabilities”").

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leasesthe Acquired ATM Lease, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, Loans and the servicing of the Loans pursuant to Section 2.5Loans; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches at the Owned Real Properties, the Assets and the Assumed Liabilities (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. As of the Primary Closing, Purchaser shall assume and agree to perform and discharge the following as they become due for all periods from and after the date of the Primary Closing, to the extent not previously performed or discharged: (ai) Subject all obligations of Seller which accrue and are to be performed from and after the Primary Closing (x) under those permits, authorizations, licenses, leases, rights of way, easements and other agreements related to the Business listed on SCHEDULES 2.01(a) and 2.01(g), (y) under those permits, authorizations, licenses, leases, rights of way, easements, subscriber and other agreements related to the Business which Manager in the name of Seller entered into, and all other liabilities incurred by Manager on Seller's behalf, in accordance with the terms and conditions set forth in this of the Management Agreement, and (z) under the AWS agreements referred to in Section 2.03; and (ii) all other obligations of Seller entered into during the period from the date hereof to the Primary Closing by Seller and identified to and consented by Purchaser and specifically assumed by Purchaser at the ClosingPrimary Closing (all of such permits, Purchaser shall assumeauthorizations, paylicenses, perform leases, rights of way, easements and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) other agreements referred to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): in items (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) being referred to hereinafter as the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the "Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded TaxesLiabilities"). (b) Notwithstanding anything to the contrary in this Agreement, . Purchaser shall not assume or be bound by liable for any duties, responsibilities, obligations or liabilities, debts, contracts, agreements, including without limitation any contracts or agreements set forth on Schedule 2.02, or other obligations of Seller of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, nature whatsoever other than the Assumed Liabilities and it is expressly understood that Purchaser shall not assume, and shall not be liable for any of Seller's expenses or as otherwise expressly assumed hereunder obligations relating to or accruing by reason of the proceedings relating to the FCC Authorization in FCC CC Docket 91-142 (all dutiesthe "Risk Sharing Proceeding"), responsibilitiesincluding any obligations relating to any settlement thereof (such other liabilities, debts, contracts, agreements or other obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, being referred to as the “Excluded "Non-Assumed Liabilities”").

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4/Keoghs and related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to Except for the terms and conditions set forth Excluded Liabilities as provided in this AgreementSection 1.4, at the ClosingClosing and with effect as of the Closing Date at 11:59 p.m., Purchaser (i) the U.S. Buyer shall assume, pay, perform assume all of the obligations and discharge all duties, responsibilities, obligations or liabilities of Seller (the Sellers, the Sellers’ Guarantors and their Affiliates to the extent related to the Business within the United States, whether direct or indirect, known or unknown, fixed or unfixed, ▇▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) to be discharged, performed, satisfied or paid on or after otherwise (the Closing Date (or the Transfer Date with respect to a Transferred Employee“U.S. Assumed Liabilities”), with respect and (ii) the Canadian Buyer shall assume all of the obligations and liabilities of the Sellers, the Sellers’ Guarantors and their Affiliates to the following extent related to the Business outside of the United States (collectivelyother than the U.S. Assumed Liabilities), whether direct or indirect, known or unknown, fixed or unfixed, ▇▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise (the “Canadian Assumed Liabilities” and together with the U.S. Assumed Liabilities, the “Assumed Liabilities”):), including the following: (ia) all obligations of the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts Sellers to the extent contemplated by Section 2.4; (ii) related to the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Conveyed Leases and the Assumed ContractsContracts whether arising prior to or following the Closing; (vb) the Loans, and the servicing all unpaid trade accounts payable of the Loans pursuant Business as of the Closing Date (other than payables to Section 2.5Affiliates of the Seller) to the extent reflected in the final determination of the Closing Working Capital (the “Assumed Accounts Payable”); and (c) all liabilities in respect of any of the Acquired Employees to the extent they are not Excluded Liabilities; (vid) liabilities any product liability, warranty or recall with respect to any Transferred Employee product to the extent related to the Business or included in respect of his or her employment with Purchaser on the Purchased Assets, whether arising prior to or after the Transfer DateClosing, including as other than (x) the outstanding product liability claims relating to the Business set forth on Schedule 2.24 and (y) the liabilities set forth in Section 8.71.4(k); (e) all liabilities to the extent related to the Intellectual Property and Know How of the Business or included in the Purchased Assets, whether arising prior to or after the Closing, other than the liabilities set forth in Section 1.4(h); (f) all liabilities to the extent related to Environmental Claims at the Conveyed Leases Premises; and (viig) all liabilities for Taxes of, or relating to, related to the Assets, the Assumed Liabilities or the business conduct or operation of the Branches (other than Excluded Taxes)Business after the Closing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, agrees to assume and thereafter pay, perform and discharge all duties, responsibilities, obligations or liabilities the duties and responsibilities of Seller Republic Bank (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or that are incurred after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Closing, only with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Propertyexcept for environmental work undertaken by Seller pursuant to Section 7.11; (iii) the Safe Deposit AgreementsPersonal Property Leases; (iv) the Equipment Leases and the Assumed ContractsSafe Deposit Agreements; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities the fees for which Purchaser is responsible under Sections 3.9 and 8.2, and any Taxes with respect to the Assets or the Branches for any Transferred Employee in respect of his taxable period (or her employment with Purchaser on or portion thereof) that begins after the Transfer Closing Date, including as set forth in Section 8.7; and (vii) liabilities the obligations assumed by Purchaser under Section 8.4 of this Agreement, which under no circumstance shall include any liability for Taxes ofany employment, change-in-control or relating to, the Assets, the Assumed Liabilities other severance agreement or the business any payments under any Seller bonus or operation of the Branches (other than Excluded Taxes)incentive program. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, Republic or of any of their Affiliates, of any kind or nature, known, unknown, contingent or otherwise, including, without limitation, those (i) that do not relate to the Assets or the Liabilities; (ii) attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior to the Closing Date in violation of any applicable laws, contracts or fiduciary duties; (iii) attributable to any causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior to the Closing Date; (iv) for any Liability of Seller for Taxes other than the items set forth in Section 2.2(a)(vi); (v) for any Transfer Taxes or other costs and expenses arising in connection with the consummation of the transactions contemplated hereby for which Seller is responsible, including Sections 3.9 and 8.2; (vi) for any Liability of Seller for income Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller is transferring the Assets); (vii) for any Liability of Seller for the unpaid Taxes of any Person under Treasury Regulation §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (viii) any obligation of Seller to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of Seller or any of its AffiliatesAffiliates or was serving at the request of any such entity as a partner, other than trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise); (ix) for any Liability of Seller or any Affiliate for costs and expenses incurred in connection with this Agreement and the Assumed Liabilities transactions contemplated hereby; (x) for any Liability or as otherwise obligation of Seller under this Agreement; (xi) any matters excluded pursuant to Section 7.11; (xii) relating or arising out of any deposit excluded under the definition of Deposit, including ▇▇▇▇▇ Account deposits; or (xiii) arising from circumstances, events or conditions prior to the Closing Date and not expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, collectively the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): ): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; ; (iii) the Safe Deposit Agreements; ; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and and (viiv) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).its

Assumption of Liabilities. (a) Subject to Except for the terms and conditions set forth Excluded Liabilities as provided in this AgreementSection 1.4, at the ClosingClosing and with effect as of the Closing Date at 11:59 p.m., Purchaser (i) the U.S. Buyer shall assume, pay, perform assume all of the obligations and discharge all duties, responsibilities, obligations or liabilities of Seller (the Sellers, the Sellers’ Guarantors and their Affiliates to the extent related to the Business within the United States, whether direct or indirect, known or unknown, fixed or unfixed, c▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) to be discharged, performed, satisfied or paid on or after otherwise (the Closing Date (or the Transfer Date with respect to a Transferred Employee“U.S. Assumed Liabilities”), with respect and (ii) the Canadian Buyer shall assume all of the obligations and liabilities of the Sellers, the Sellers’ Guarantors and their Affiliates to the following extent related to the Business outside of the United States (collectivelyother than the U.S. Assumed Liabilities), whether direct or indirect, known or unknown, fixed or unfixed, c▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise (the “Canadian Assumed Liabilities” and together with the U.S. Assumed Liabilities, the “Assumed Liabilities”):), including the following: (ia) all obligations of the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts Sellers to the extent contemplated by Section 2.4; (ii) related to the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Conveyed Leases and the Assumed ContractsContracts whether arising prior to or following the Closing; (vb) the Loans, and the servicing all unpaid trade accounts payable of the Loans pursuant Business as of the Closing Date (other than payables to Section 2.5Affiliates of the Seller) to the extent reflected in the final determination of the Closing Working Capital (the “Assumed Accounts Payable”); and (c) all liabilities in respect of any of the Acquired Employees to the extent they are not Excluded Liabilities; (vid) liabilities any product liability, warranty or recall with respect to any Transferred Employee product to the extent related to the Business or included in respect of his or her employment with Purchaser on the Purchased Assets, whether arising prior to or after the Transfer DateClosing, including as other than (x) the outstanding product liability claims relating to the Business set forth on Schedule 2.24 and (y) the liabilities set forth in Section 8.71.4(k); (e) all liabilities to the extent related to the Intellectual Property and Know How of the Business or included in the Purchased Assets, whether arising prior to or after the Closing, other than the liabilities set forth in Section 1.4(h); (f) all liabilities to the extent related to Environmental Claims at the Conveyed Leases Premises; and (viig) all liabilities for Taxes of, or relating to, related to the Assets, the Assumed Liabilities or the business conduct or operation of the Branches (other than Excluded Taxes)Business after the Closing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject Buyer shall not assume or be liable or obligated to pay any debts, liabilities, or obligations of any kind related to the terms and conditions set forth in this AgreementAssets, at the ClosingProperty or Seller's Business, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to except the following (collectively, the “Assumed Liabilities”): (i) any and all liabilities, obligations and commitments relating to the DepositsAssets that arise, including Deposits in IRAs and ▇▇▇▇▇ Accounts accrue or are incurred after the Closing by Buyer, except for the following category of liabilities related to Seller's ownership of the Assets that arise, accrue or are incurred after the Closing Date: (a) Environmental Liabilities for periods prior to Buyer's ownership of the Assets whether arising before or after the Closing Date, to the extent contemplated such Environmental Liabilities are subject to Seller's indemnity under Section 10.1(vi); (b) liabilities for Taxes relating to or arising out of the Seller's Business or related to the Assets accruing, or with respect to any event or time period occurring, at or prior to Closing; (c) liabilities in respect of Seller's employees or employee plans; and (d) intercompany accounts payable by Section 2.4;Seller. (ii) any and all liabilities, obligations and commitments arising out of the Personal Propertyagreements, Branch Leases, Tenant Leases, Tenant Security Deposits Contracts and the Owned Real Property;commitments set forth on Schedule 4.11. (iii) the Safe Deposit Agreements; (iv) the Equipment Leases any and the Assumed Contracts; (v) the Loansall liabilities, obligations, and the servicing commitments associated with any contract, agreement or instrument to which Seller is a party, related to or arising out of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer DateReal Property, including as Leases, Rights-of-Way and Personal Property set forth in Section 8.7; and (viiSchedules 4.14(i), 4.14(ii), 4.14(iii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxesand 4.14(iv). (b) . Notwithstanding anything to the contrary in this AgreementSection 3.3, Purchaser Seller shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than have the Assumed Liabilities or obligation to indemnify Buyer as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)provided for in Section 10.1.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or from and after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and I▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4/Keoghs and related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (in each case other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs ▇▇▇ and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, ATM Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) except as set forth in Section 8.7, all liabilities arising out of the Equipment Leases employment of the Branch Employees and the Assumed Contractstheir dependents and beneficiaries; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities subject to any Transferred Employee in Section 2.2(c), Seller’s obligations with respect to the Letters of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Credit; and (vii) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein. (all dutiesc) Schedule 2.2(c) contains a list of the Letters of Credit outstanding as of the close of business on June 30, responsibilities2011 with such list identifying whether a Letter of Credit relates to a bond issuance. In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, obligations the parties agree that (i) the Letters of Credit shall remain outstanding from and liabilities after the Closing in accordance with their respective terms and (ii)(A) for each of the Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)) and identified thereon as relating to a bond issuance, Purchaser shall issue and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller (each, a “Backup Bond Letter of Credit”), which Backup Bond Letter of Credit shall (x) permit Seller to draw on such Backup Bond Letter of Credit to the extent any funds are drawn under the applicable Letter of Credit by presenting a sight draft in the amount drawn on Seller under the applicable Letter of Credit plus any fees or any charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup Bond Letter of Credit by remitting to Seller on the same Business Day Seller presents its Affiliatessight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller’s sight draft and (B) for the other Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)), other than Purchaser shall issue and deliver to Seller at the Assumed Liabilities or other obligations expressly assumed hereunderClosing a single backup letter of credit, in form and substance acceptable to Seller (the “Backup General Letter of Credit” and together with the Backup Bond Letters of Credit, the “Excluded LiabilitiesBackup Letters of Credit”), which Backup General Letter of Credit shall (x) permit Seller to draw on the Backup General Letter of Credit to the extent any funds are drawn under any applicable Letter of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) by presenting a sight draft in the amount drawn on Seller under such Letter of Credit plus any fees or charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup General Letter of Credit by remitting to Seller on the same Business Day Seller presents its sight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller’s sight draft. From and after the Closing, as promptly as practicable following notice to Purchaser (and in any event within two (2) Business Days of any such notice), Purchaser shall execute and deliver to Seller additional Backup Bond Letters of Credit or amendments to the Backup General Letter of Credit, as applicable, with respect to any Letters of Credit issued between the close of business on the second (2nd) Business Day prior to the Closing Date and the Closing. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “Reimbursement Obligations”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Backup Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) with new letters of credit issued by Purchaser (each, a “Replacement Letter of Credit”). In the event that any amounts are repaid to Seller by the obligor under any applicable Letter of Credit in respect of amounts remitted to Seller by Purchaser in payment of Seller’s draw on the applicable Backup Letter of Credit, Seller shall promptly remit such amounts to Purchaser. Purchaser acknowledges and agrees that Seller shall have no obligation to renew any commitments under Letters of Credit expiring from and after the date of the Closing Date except to the extent, if any, set forth in the Memorandum of Understanding (as defined below). Seller will furnish Purchaser on the Business Day prior to the Closing Date with an updated Schedule 2.2(c) containing all Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date and identifying those Letters of Credit that relate to a bond issuance. On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Backup Letters of Credit and substituting the Replacement Letters of Credit as contemplated by this Section 2.2(c) including the allocation of fees between Seller and Purchaser on an equitable basis reflecting relative credit risk and administrative burdens following the Closing (the “Memorandum of Understanding”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 3.4, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date Effective Time (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts Accounts, but excluding Excluded ▇▇▇/▇▇▇▇▇ Account Deposits to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the LoansLoans (it being understood and agreed that Purchaser is assuming all future funding obligations as of the Effective Time in respect of any Loan), and the servicing of the Loans after the Effective Time pursuant to Section 2.5; (vi) liabilities to in respect of any Transferred Employee in respect arising out of or relating to his or her employment with Purchaser on or after the Transfer Date, including and certain liabilities in respect of Branch Employees as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller or any of its Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”); provided that Purchaser shall not assume (and Seller shall retain as an Excluded Liability) any duties, responsibilities, obligations or liabilities that arise after the Closing Date (or the Transfer Date with respect to a Transferred Employee), but arise out of or relate to any default on the part of the Seller that occurred on or prior to the Closing Date (or the Transfer Date with respect to a Transferred Employee): (i) the Deposits, including Deposits in IRAs IRA/Keoghs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Property and the Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. On the Closing Date, Buyer shall assume and undertake to pay, fulfill, perform or otherwise discharge and satisfy when due the following liabilities and obligations of Sellers relating to, arising out of or in connection with the Business (the "Assumed Liabilities"): (a) Subject all liabilities up to a maximum of One ------------------- Hundred Sixty Thousand Dollars ($160,000) associated with bonuses payable for the terms and conditions set forth year ending December 31, 2000, under the Incentive Compensation Plans (as defined in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge Section 5.7(d)); (b) all duties, responsibilitiesliabilities, obligations or liabilities commitments to or in respect of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (any employee of AWI or the Transfer Date Company relating to or arising in connection with respect to a Transferred Employeeany and all claims for workers' compensation benefits other than the Excluded Workers' Compensation Liabilities (as defined in Section 1.5(b), with respect ); (c) all liabilities and obligations to the following (collectivelyextent related exclusively to the manufacture of, but not those liabilities and obligations related to or caused by the “Assumed Liabilities”): (i) the DepositsSpecifications for, including Deposits in IRAs and ▇▇▇▇▇▇▇▇▇ Accounts Proprietary Products; (d) all liabilities and obligations associated with ownership of the ▇▇▇▇▇ Shares, subject to the indemnity obligation of AWI set forth in Sections 8.2(c), (d) and (e) with respect to Former Facilities, Waste Facilities and the Excluded Litigation, respectively; and (e) all liabilities and obligations of the Division to the extent contemplated by Section 2.4; related to the Business (ii) including, without limitation, the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing trade payables of the Loans pursuant Division), subject to Section 2.5; (vi) liabilities to any Transferred Employee in respect the indemnity obligation of his or her employment with Purchaser on or after the Transfer Date, including as AWI set forth in Section 8.7; and (vii) 8.2 hereof, and excluding any liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreementextent, Purchaser shall not assume or be bound by any dutiesand only to the extent, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than related to the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)Assets.

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreementcontained herein, at the Closing, the Purchaser shall assume, assume and thereafter pay, perform perform, discharge and discharge satisfy all dutiesobligations and liabilities accruing, responsibilitiesarising out of, obligations or liabilities of Seller (whether accrued, contingent relating to events or otherwise) to be discharged, performed, satisfied or paid on or occurrences happening from and after the Closing Date (or the Transfer Date under, and only under, and with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the DepositsAssumed Contracts, including Deposits (ii) the assumed Benefits and Obligations, and (iii) any and all applicable federal and provincial sales taxes, goods and services taxes, excise taxes and all other Taxes (other than income taxes of the Vendor), duties and other like charges properly paid upon and in IRAs connection with the conveyance and transfer of the Assets to the Purchaser (the "Assumed Liabilities"), and will indemnify the Vendor and the Shareholders against such liabilities. In addition, at the Closing, the Purchaser shall accept all liability and responsibility for all Retained Employees, (i) in the case of the Elbow River Ongoing Management, on the terms set out in the Elbow River Employment Agreements, (ii) in the case of ▇▇▇▇▇ Accounts to ▇▇, on the extent contemplated by Section 2.4; (ii) terms set out in the Personal PropertyAdvisory Agreement, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) in the Safe Deposit Agreements; (iv) case of all Retained Employees other than Ruskin and the Equipment Leases and Elbow River Ongoing Management, on the terms set out in the Employment Letters or the Assumed Contracts; (v) the Loans, as applicable, and all such liabilities shall, collectively, be an Assumed Liability for the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including purposes hereof. Other than as expressly set forth in Section 8.7; and (vii) liabilities for Taxes ofherein, or relating toin the Elbow River Employment Agreements, the AssetsAdvisory Agreement, the Assumed Liabilities Contracts or the business Employment Letters, the Vendor shall be liable and responsible for any employees, including all Employee Severance Obligations, for all employees or operation consultants of the Branches (other than Excluded Taxes)Vendor who are terminated from their employment for any reason by the Vendor before the Closing Date. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the performance of contractual obligations arising, and relating to the period, after the Closing Date under the Personal Property, the Branch Leases, the Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) , the Equipment Leases and the Assumed Contracts; (iii) the Tenant Security Deposits; (iv) the performance of contractual obligations arising, and relating to the period, after the Closing Date under the Negative Deposits and the Unfunded Advances; (v) the performance of contractual obligations arising, and relating to the period, after the Closing Date under the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or and after the Transfer Date, including as set forth in Section 8.79.6; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes), including any Transfer Taxes for which Purchaser is responsible pursuant to Section 9.2. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, including the following, the “Excluded Liabilities”)): (i) any liabilities or obligations to the extent arising from any investigations, actions, suits or proceedings against Seller, the Assets or the Assumed Liabilities pending or, to Seller’s knowledge, threatened as of or prior to 11:59 p.m., Eastern time, on the Closing Date; (ii) any liabilities or obligations to the extent arising from violations of applicable law, rule or regulation, breach of fiduciary duties or tortious conduct by Seller or any of its Affiliates prior to 11:59 p.m., Eastern time, on the Closing Date, including actions or omissions by Seller or any of its Affiliates prior to 11:59 p.m., Eastern time, on the Closing Date resulting in lender liability; (iii) any liabilities or obligations to the extent arising from any breach of, default under or failure to perform under any contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party, by Seller or any of its Affiliates prior to 11:59 p.m., Eastern time, on the Closing Date; and (iv) any liabilities or obligations to the extent relating to an Excluded Asset, whether arising prior to or after 11:59 p.m., Eastern time, on the Closing Date.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) arising on or after the Closing Date and to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Leases and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases Loans (it being understood and the Assumed Contracts; (v) the Loansagreed that Purchaser is assuming all future funding obligations in respect of any Loan), and the servicing of the Loans pursuant to Section 2.5; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser arising on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than the Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all such duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accruedSeller, contingent or otherwise) other than the Excluded Liabilities, to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, Loans and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder hereunder, including the following (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereundercollectively, the “Excluded Liabilities”)): (i) any liabilities or obligations to the extent arising from any investigations, actions, suits or proceedings against Seller, the Assets or the Assumed Liabilities pending or, to Seller’s knowledge, threatened as of or prior to 5:00 p.m., Eastern time, on the Closing Date; (ii) any liabilities or obligations to the extent arising from violations of applicable law, rule or regulation, breach of fiduciary duties or tortious conduct by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date, including actions or omissions by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date resulting in lender liability; (iii) any liabilities or obligations to the extent arising from any breach of, default under or failure to perform under any contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party, by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date; and (iv) any liabilities or obligations to the extent relating to an Excluded Asset, whether arising prior to or after 5:00 p.m., Eastern time, on the Closing Date.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or from and after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4/Keoghs and related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (in each case other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 3.4 at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the close of business on Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇K▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and all rights, obligations, liabilities and responsibilities with respect to the servicing of the Loans pursuant to Section 2.5after the Closing Date; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including and certain liabilities in respect of Branch Employees as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller or any of its Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunderLiabilities, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms Except for each Liability that is expressly retained in writing by Equifax or excluded in writing by Equifax from those being assumed by PSI and conditions set forth unless otherwise provided for elsewhere in this Agreement, at the Closing, Purchaser shall assume, PSI hereby assumes and agrees to pay, perform perform, fulfill, and discharge discharge, in accordance with their respective terms and conditions, all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”regardless of when or where such Liabilities arose or arise or were or are incurred): (i) all Liabilities to or relating to Transferred Individuals arising out of or resulting from employment by, the Depositsperformance of services for, or any other type of financial relationship with, a member of the Equifax Group before becoming Transferred Individuals and thereafter (including Deposits in IRAs Liabilities under Equifax Plans and ▇▇▇▇▇ Accounts PSI Plans), (ii) all other Liabilities to or relating to Transferred Individuals and other employees or former employees of a member of the PSI Group, and their dependents and beneficiaries, to the extent contemplated by Section 2.4; relating to, arising out of or resulting from future, present, or former employment with, or the provision of services for, a member of the PSI Group or the PSI Business (ii) the Personal Propertyincluding Liabilities under Equifax Plans and PSI Plans), Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) all Liabilities relating to, arising out of, or resulting from any other actual or alleged employment, performance of services for, or any other type of financial relationship with the Safe Deposit Agreements; PSI Group or the PSI Business; (iv) the Equipment Leases all Liabilities under any Individual Agreements relating to Transferred Individuals, and the Assumed Contracts; (v) the Loansall other Liabilities relating to, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes arising out of, or relating toresulting from obligations, the Assetsliabilities, the Assumed Liabilities and responsibilities expressly assumed or the business or operation retained by a member of the Branches PSI Group or a PSI Plan pursuant to this Agreement; provided, however, that, -------- ------- consistent with Section 7.18, PSI shall not assume any Liability with respect to any claim which is made by any Person (other than Excluded Taxesa Person who is a member of the PSI Group) and which is related solely to Equifax's exercise of its fiduciary responsibility for the investment of the assets of the Equifax Plans prior to the Distribution Date (or prior to the Pension Plan Spinoff Date for purposes of the Equifax Pension Plan and prior to the Savings Plan Transfer Date for purposes of the Equifax Savings Plan). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts[RESERVED]; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇K▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) obligations arising after the Personal Property, Closing Date under the Branch Leases, Tenant Leases, and Tenant Security Deposits and the Owned Real PropertyDeposits; (iii) obligations arising after the Closing Date under the Safe Deposit Agreements; (iv) obligations arising after the Closing Date under the Equipment Leases and the Assumed Contracts; (v) obligations arising after the Closing Date under the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”), including the following: (i) any liabilities or obligations, of any kind or nature, known, unknown, contingent or otherwise, to the extent related to employees of Seller who are not Transferred Employees; (ii) any liabilities or obligations, of any kind or nature, known, unknown, contingent or otherwise, to the extent relating to or arising from or in connection with any Excluded Asset; (iii) any compensation, benefits, severance, workers’ compensation, welfare benefit claims and employment related Liabilities to Branch Employees with respect to services provided by Branch Employees to Seller prior to the Closing Date (including all liabilities for accrued but unused vacation), except to the extent otherwise provided in Section 8.7; (iv) any liability arising under any Benefit Plan or any employee benefit plan sponsored, maintained or contributed to or by Seller or any current or former ERISA affiliate of Seller, except to the extent otherwise provided in Section 8.7; (v) any liability for Excluded Taxes (whether or not relating to the Assets and the Assumed Liabilities); (vi) any liabilities or obligations, of any kind or nature, known, unknown, contingent or otherwise, to the extent arising from any investigations, actions, suits or proceedings against Seller, the Assets or the Assumed Liabilities pending or, to Seller's knowledge, threatened as of or prior to the Closing Date; (vii) any liabilities or obligations, of any kind or nature, known, unknown, contingent or otherwise, to the extent arising from violations of applicable law, rule or regulation, breach of fiduciary duties or tortious conduct by Seller or any of its Affiliates prior to the Closing Date; and (viii) any liabilities or obligations, of any kind or nature, known, unknown, contingent or otherwise, to the extent arising from any breach of, default under or failure to perform under any contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party, by Seller or any of its Affiliates prior to the Closing Date.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch LeasesParking License, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts[RESERVED]; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreementhereof, and with the express exception of the Excluded Liabilities, the Purchaser covenants and agrees that, at and after the ClosingClosing Time, Purchaser shall it will assume, paybe liable and responsible for and undertake to discharge, perform and discharge fulfill, and each of the Purchaser and MLA, jointly and severally covenants and agrees to indemnify and hold each of the Vendors and their respective affiliates, and each of their respective officers, directors, employees and agents, harmless with respect to all dutiesLiabilities, responsibilitieswhether arising before, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (Date, relating to, arising from or the Transfer Date connected with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; Purchased Assets; and/or (ii) the Personal Propertyownership, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loanspossession or control of, and all Former Activities on, in or under, the servicing Properties, and/or the ownership, possession or control of any other Purchased Assets, including for greater certainty, any circumstance, occurrence, activity, event or state of affairs conducted in, on, or under the Properties by the Purchaser, MLA and/or their respective affiliates, successors and assigns (including successors in title) and their respective directors, officers, employees, agents, contractors, representatives, subcontractors, invitees, and/or other persons where such other persons are carrying on activities with the authority of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer DatePurchaser, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes)MLA and/or their respective affiliates. (b) Notwithstanding anything Without limiting the generality of Subsection 2.6(a), for greater certainty, the Purchaser covenants and agrees that at and after the Closing Time it shall assume, be liable and responsible for and undertake to perform, discharge and fulfill all Environmental Liabilities in respect of, related to or arising out of the Properties or the conduct of any Former Activities thereon and all environmental and/or mining rehabilitation and reclamation costs, liabilities and obligations; (c) Each of the Purchaser and MLA hereby indemnifies and saves each of the Vendors and their respective affiliates and each of their respective directors, officers, employees and agents harmless of and from all actions, causes of action, suits, claims, demands, grievances, arbitration awards and any costs whatsoever which may be asserted by the Employees, or by any Governmental Authority arising from payment to or Taxes related to the contrary Employees against the Vendors or their affiliates or their respective directors, officers, employees or agents in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, respect of any kind substitution of employer, termination of employment or nature, known, unknown, contingent or otherwise, the assignment of Seller or rights of any agreement of its Affiliates, other than such Employees by the Purchaser as at and from and after the Closing Time. (d) In connection with the assumption of the Assumed Liabilities Obligations by the Purchaser, the Parties covenant and agree that, at the Closing Time, they will execute and deliver an agreement (the “Assumption Agreement”) respecting the same in a form satisfactory to the parties thereto. (e) For clarity, the Vendors specifically acknowledge, covenant and agree that at all times whether prior or as otherwise expressly assumed hereunder (subsequent to Closing, they will retain all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “for Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to On the terms and ------------------------- subject to the conditions set forth in this Agreement, at the ClosingPurchaser shall, Purchaser shall by executing and delivering, on the Closing Date, the Assumption Agreement, assume, and agree to pay, perform and discharge when due, all dutiesof the following debts, responsibilities, liabilities and obligations or liabilities of the Seller and its Affiliates (whether accruedfixed or contingent, contingent matured or unmatured, arising by law or by contract or otherwise) to be discharged, performed, satisfied or paid on or after prior to the Closing Date (or thereafter), relating to or arising from the operation of the Business or the Transfer Date with respect to a Transferred Employee)Assets, with respect to other than the following Excluded Liabilities (collectively, the “"Assumed Liabilities”):"): ------------------- (i) all debts, liabilities and obligations reflected on the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4Reference Statement of Net Assets; (ii) all debts, liabilities and obligations arising after the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and date of the Owned Real PropertyReference Statement of Net Assets in the ordinary course of the Business; (iii) all debts, liabilities and obligations arising after the Safe Deposit AgreementsClosing under all contracts, leases, licenses, permits, purchase or customer orders, commitments and other binding arrangements of the Seller and the Subsidiaries which are assigned to the Purchaser pursuant to this Agreement; (iv) all debts, liabilities and obligations arising out of the Equipment Leases and ownership, possession or use of the Assumed Contracts;Assets or the operation of the Business after the Closing Date; and (v) all debts, liabilities and obligations to employees of the Loans, Seller and the servicing of Subsidiaries assumed by the Loans Purchaser pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes)Article VI. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs ▇▇▇ and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including except as set forth in Section 8.7, all liabilities arising out of the employment of the Branch Employees and their dependents and beneficiaries; and (viiv) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)set forth herein.

Assumption of Liabilities. (a) Subject to On the terms and subject to the conditions set forth in of this Agreement, at as of the Closing, Purchaser the Buyer shall assumeassume and shall thereafter be obligated for, and shall agree to pay, perform and discharge all dutiesin accordance with their terms, responsibilities, the following obligations or and liabilities of Seller the Seller, whether direct or indirect, known or unknown (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect except to the following (collectively, the “Assumed extent such obligations and liabilities constitute Excluded Liabilities”): (i) the Deposits, including Deposits in IRAs liabilities and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes ofobligations arising with, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches Stations, including the owning or holding of the Purchased Assets, by Buyer, in each case, to the extent first arising after the Closing; and (other than Excluded Taxesii) any Cure Amounts that Buyer is required to pay pursuant to Section 5.7(g). All of the foregoing to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Notwithstanding The Buyer shall not assume or be obligated for any liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by the Buyer under Section 2.3(a) and, notwithstanding anything to the contrary in Section 2.3(a) or any Ancillary Agreements, none of the following (herein referred to as “Excluded Liabilities”) shall be “Assumed Liabilities” for purposes of this Agreement: (i) any intercompany payables of the Business owing to any of the Affiliates of the Seller; (ii) any Seller liabilities or obligations under this Agreement or the Ancillary Agreements; (iii) any liabilities and obligations arising with, Purchaser shall not assume or be bound by relating to, the operation of the Stations prior to the Closing, including the owning or holding of the Purchased Assets and the Excluded Assets; (iv) any duties, responsibilities, obligations or liabilities, Liabilities of any kind or nature, known, unknown, contingent or otherwise, of the Seller or any of its Affiliates (including ERISA Affiliates) arising under or with respect to (A) any Title IV Plan and (B) any Employee Benefit Plan, other than in each case, which Liability arises at, prior to, or following the Assumed Closing; (v) any Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of the Seller or any of its Affiliates (including ERISA Affiliates) with respect to (A) any current or former employee or independent contractor of the Seller or any of its Affiliates who does not become a Hired Employee, other than arising out of or relating to any act, omission or event occurring, or circumstance, condition or state of facts existing on, prior to, or following the Assumed Liabilities Closing and (B) any Hired Employee solely arising out of or other obligations expressly assumed hereunderrelating to any act, omission or event occurring, or circumstance, condition or state of facts existing on or prior to the “Excluded Liabilities”)Transfer Date; and (vi) any Taxes.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accruedor, contingent or otherwisewith respect to the Warehouse Lease, BBX) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs ▇▇▇ and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Facility Leases, Tenant Leases, Tenant Security Deposits and and, subject to Section 7.10, the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes), and (b) Purchaser’s portion of any Transfer Taxes pursuant to the terms of Section 8.2. (b) Notwithstanding anything to Other than the contrary in this AgreementAssumed Liabilities expressly assumed hereunder, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, including those of Seller or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwiseotherwise (including (x) Excluded Taxes and (y) those related to any breaches of any Branch Lease, of Seller Facility Lease, Equipment Lease, Tenant Lease, Assumed Contract or any of its AffiliatesSafe Deposit Agreement that occurred, other than or are alleged to have occurred, prior to the Assumed Liabilities Closing Date (or as otherwise expressly assumed hereunder the Transfer Date with respect to Transferred Employees)) (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇K▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) the Negative Deposits and the Unfunded Advances; (vii) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.78.6; and (viiviii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs ▇▇▇ and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branch, other than Excluded Taxes), and (b) Purchaser’s portion of any Transfer Taxes pursuant to the terms of Section 8.2. (b) Notwithstanding anything to Other than the contrary in this AgreementAssumed Liabilities expressly assumed hereunder, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, including those of Seller or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwiseotherwise (including (x) Excluded Taxes and (y) those related to any breaches of the Equipment Lease, of Seller Assumed Contract or any of its AffiliatesSafe Deposit Agreement that occurred, other than or are alleged to have occurred, prior to the Assumed Liabilities Closing Date (or as otherwise expressly assumed hereunder the Transfer Date with respect to Transferred Employees)) (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch ATM Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunderLiabilities, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs ▇▇▇ and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) except as set forth in Section 8.7, all liabilities arising out of the Equipment Leases employment of the Branch Employees and their dependents and beneficiaries (including, without limitation, the Assumed ContractsRetention Agreements); (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities subject to any Transferred Employee in Section 2.2(c), Seller’s obligations with respect to the Letters of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Credit; and (vii) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein. (all dutiesc) Schedule 2.2(c) contains a list of the Letters of Credit outstanding as of the close of business on February 28, responsibilities2009 with such list identifying whether a Letter of Credit relates to a bond issuance. In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, obligations the parties agree that (i) the Letters of Credit shall remain outstanding from and liabilities after the Closing in accordance with their respective terms and (ii)(A) for each of the Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)) and identified thereon as relating to a bond issuance, Purchaser shall issue and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller (each, a “Backup Bond Letter of Credit”), which Backup Bond Letter of Credit shall (x) permit Seller to draw on such Backup Bond Letter of Credit to the extent any funds are drawn under the applicable Letter of Credit by presenting a sight draft in the amount drawn on Seller under the applicable Letter of Credit plus any fees or any charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup Bond Letter of Credit by remitting to Seller on the same Business Day Seller presents its Affiliatessight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsburgh time) immediately available funds in the amount of Seller’s sight draft and (B) for the other Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)), other than Purchaser shall issue and deliver to Seller at the Assumed Liabilities or other obligations expressly assumed hereunderClosing a single backup letter of credit, in form and substance acceptable to Seller (the “Backup General Letter of Credit” and together with the Backup Bond Letters of Credit, the “Excluded LiabilitiesBackup Letters of Credit”), which Backup General Letter of Credit shall (x) permit Seller to draw on the Backup General Letter of Credit to the extent any funds are drawn under any applicable Letter of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) by presenting a sight draft in the amount drawn on Seller under such Letter of Credit plus any fees or charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup General Letter of Credit by remitting to Seller on the same Business Day Seller presents its sight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsburgh time) immediately available funds in the amount of Seller’s sight draft. From and after the Closing, as promptly as practicable following notice to Purchaser (and in any event within two (2) Business Days of any such notice), Purchaser shall execute and deliver to Seller additional Backup Bond Letters of Credit or amendments to the Backup General Letter of Credit, as applicable, with respect to any Letters of Credit issued between the close of business on the second (2nd) Business Day prior to the Closing Date and the Closing. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “Reimbursement Obligations”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Backup Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) with new letters of credit issued by Purchaser (each, a “Replacement Letter of Credit”). In the event that any amounts are repaid to Seller by the obligor under any applicable Letter of Credit in respect of amounts remitted to Seller by Purchaser in payment of Seller’s draw on the applicable Backup Letter of Credit, Seller shall promptly remit such amounts to Purchaser. Purchaser acknowledges and agrees that Seller shall have no obligation to renew any commitments under Letters of Credit expiring from and after the date of the Closing Date except to the extent, if any, set forth in the Memorandum of Understanding (as defined below). Seller will furnish Purchaser on the Business Day prior to the Closing Date with an updated Schedule 2.2(c) containing all Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date and identifying those Letters of Credit that relate to a bond issuance. On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Backup Letters of Credit and substituting the Replacement Letters of Credit as contemplated by this Section 2.2(c) including the allocation of fees between Seller and Purchaser on an equitable basis reflecting relative credit risk and administrative burdens following the Closing (the “Memorandum of Understanding”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) arising on or after the Closing Date and to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases Loans (it being understood and the Assumed Contracts; (v) the Loansagreed that Purchaser is assuming all future funding obligations in respect of any Loan), and the servicing of the Loans pursuant to Section 2.5; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser arising on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than the Excluded Taxes). (ba) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all such duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs ▇▇▇ and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, ATM Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) except as set forth in Section 8.7, all liabilities arising out of the Equipment Leases employment of the Branch Employees and the Assumed Contractstheir dependents and beneficiaries; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities subject to any Transferred Employee in Section 2.2(c), Seller’s obligations with respect to the Letters of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Credit; and (vii) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein. (all dutiesc) Schedule 2.2(c) contains a list of the Letters of Credit outstanding as of the close of business on June 30, responsibilities2011 with such list identifying whether a Letter of Credit relates to a bond issuance. In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, obligations the parties agree that (i) the Letters of Credit shall remain outstanding from and liabilities after the Closing in accordance with their respective terms and (ii)(A) for each of the Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)) and identified thereon as relating to a bond issuance, Purchaser shall issue and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller (each, a “Backup Bond Letter of Credit”), which Backup Bond Letter of Credit shall (x) permit Seller to draw on such Backup Bond Letter of Credit to the extent any funds are drawn under the applicable Letter of Credit by presenting a sight draft in the amount drawn on Seller under the applicable Letter of Credit plus any fees or any charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup Bond Letter of Credit by remitting to Seller on the same Business Day Seller presents its Affiliatessight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller's sight draft and (B) for the other Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)), other than Purchaser shall issue and deliver to Seller at the Assumed Liabilities or other obligations expressly assumed hereunderClosing a single backup letter of credit, in form and substance acceptable to Seller (the “Backup General Letter of Credit” and together with the Backup Bond Letters of Credit, the “Excluded LiabilitiesBackup Letters of Credit”), which Backup General Letter of Credit shall (x) permit Seller to draw on the Backup General Letter of Credit to the extent any funds are drawn under any applicable Letter of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) by presenting a sight draft in the amount drawn on Seller under such Letter of Credit plus any fees or charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup General Letter of Credit by remitting to Seller on the same Business Day Seller presents its sight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller's sight draft. From and after the Closing, as promptly as practicable following notice to Purchaser (and in any event within two (2) Business Days of any such notice), Purchaser shall execute and deliver to Seller additional Backup Bond Letters of Credit or amendments to the Backup General Letter of Credit, as applicable, with respect to any Letters of Credit issued between the close of business on the second (2nd) Business Day prior to the Closing Date and the Closing. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “Reimbursement Obligations”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Backup Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) with new letters of credit issued by Purchaser (each, a “Replacement Letter of Credit”). In the event that any amounts are repaid to Seller by the obligor under any applicable Letter of Credit in respect of amounts remitted to Seller by Purchaser in payment of Seller's draw on the applicable Backup Letter of Credit, Seller shall promptly remit such amounts to Purchaser. Purchaser acknowledges and agrees that Seller shall have no obligation to renew any commitments under Letters of Credit expiring from and after the date of the Closing Date except to the extent, if any, set forth in the Memorandum of Understanding (as defined below). Seller will furnish Purchaser on the Business Day prior to the Closing Date with an updated Schedule 2.2(c) containing all Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date and identifying those Letters of Credit that relate to a bond issuance. On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Backup Letters of Credit and substituting the Replacement Letters of Credit as contemplated by this Section 2.2(c) including the allocation of fees between Seller and Purchaser on an equitable basis reflecting relative credit risk and administrative burdens following the Closing (the “Memorandum of Understanding”).

Assumption of Liabilities. (a) Subject On and subject to the terms and conditions set forth in of this Agreement, at effective from and after the Closing, Purchaser the Buyer shall assumeassume and pay, payhonor, perform and discharge when due all dutiesLiabilities to the extent resulting from, responsibilitiesarising out of, obligations or liabilities of Seller (whether accrued, contingent or otherwise) relating to be discharged, performed, satisfied or paid on or after the Closing Date (Transferred Assets or the Transfer Date with respect to a Transferred Employee)Business, with respect to other than the following Excluded Liabilities (collectively, the “Assumed Liabilities”):), which shall include the following: (a) those Liabilities to the extent resulting from, arising out of, or relating to the Assumed Contract Obligations, the Transferred IP Assets, the Assigned Leased Real Property, the operation of the Business or the ownership of the Transferred Assets, in each case regardless of whether arising prior to, on, or after the Closing Date; (b) all Liabilities to the extent resulting from, arising out of, or relating to products and services manufactured, sold, delivered or otherwise provided by the Business, at any time prior to, on, or after the Closing Date; (c) all Liabilities to the extent resulting from, arising out of, or relating to accounts payable, trade accounts payable and notes payable and other payables of the Business; (d) all Liabilities for (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts Taxes to the extent contemplated by Section 2.4; resulting from, arising out of, or relating to the operation of the Business or the ownership of the Transferred Assets after the Closing Date and (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real PropertyTransfer Taxes for which it is responsible pursuant to Section 10.4(c); (iiie) all Liabilities under or with respect to the Safe Deposit AgreementsAssumed Employee Arrangements, except to the extent expressly allocated to the Sellers in Article IV; (ivf) all Liabilities to the Equipment Leases and extent resulting from, arising out of, or relating to the Employees, or the former employees of the Asset Seller with respect to the Business, including with respect to the Assumed Contracts; (v) the LoansEmployee Arrangements and any Action, and the servicing Order or other claim by or on behalf of the Loans pursuant to Section 2.5; (vi) liabilities or with respect to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation former employees of the Branches Asset Seller with respect to the Business (other than Excluded Taxes). (b) Notwithstanding anything to a claim for benefits under the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its AffiliatesSellers’ Benefit Plans, other than the Assumed Employee Arrangements), except to the extent expressly allocated to the Sellers in Article VI; (g) Liabilities to the extent resulting from, arising out of, or as otherwise expressly assumed hereunder relating to (all dutiesi) any DCAA Liability arising prior to, responsibilitieson, obligations and liabilities of Seller or any of its Affiliates, other than after the Assumed Liabilities Closing Date or other obligations expressly assumed hereunder, the “Excluded Liabilities”(ii).

Assumption of Liabilities. (a) Subject to the terms From and conditions set forth in this Agreement, at after the Closing, Purchaser the ------------------------- Buyer shall assume, assume and the Buyer hereby agrees to pay, perform and discharge when due, all dutiesof the following liabilities of the Seller related to the Data Services Business (the "Assumed Liabilities"): (a) all liabilities, responsibilitiescontingencies and obligations arising out of or relating primarily to the conduct or operation of the Data Services Business, or which otherwise relate primarily to the Purchased Assets; (b) all liabilities, obligations and duties to perform any and all Contracts and all commitments of any kind entered into by the Seller or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid its subsidiaries on or after prior to the Closing Date (which relate primarily to the Data Services Business or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Purchased Assets; and (viic) all liabilities for Taxes ofarising from any action, litigation, suit, investigation or proceeding, or relating tofrom any and all present and future claims, the Assets, the Assumed Liabilities whether asserted or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknownunasserted, contingent or otherwiseexecutory, relating primarily to or arising out of the Data Services Business or the Purchased Assets. All the liabilities and obligations of the Seller or any of its Affiliates, other than the Assumed Liabilities are hereinafter referred to as the "Excluded Liabilities" (such Excluded Liabilities shall include, but are not limited to, all liabilities and obligations of the Seller under or as otherwise expressly assumed hereunder (all dutieswith respect to the Existing Public Notes, responsibilitiesthe New Public Notes, obligations the $29.7 million note of Seller issued to Loral SpaceCom Corporation, and any liabilities of the Seller or any of its Affiliates, other than that relate primarily to the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”FSS Business).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs I▇▇ and ▇K▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, ATM Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) except as set forth in Section 8.7, all liabilities arising out of the Equipment Leases employment of the Branch Employees and the Assumed Contractstheir dependents and beneficiaries; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities subject to any Transferred Employee in Section 2.2(c), Seller’s obligations with respect to the Letters of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Credit; and (vii) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein. (all dutiesc) Schedule 2.2(c) contains a list of the Letters of Credit outstanding as of the close of business on June 30, responsibilities2011 with such list identifying whether a Letter of Credit relates to a bond issuance. In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, obligations the parties agree that (i) the Letters of Credit shall remain outstanding from and liabilities after the Closing in accordance with their respective terms and (ii)(A) for each of the Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)) and identified thereon as relating to a bond issuance, Purchaser shall issue and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller (each, a “Backup Bond Letter of Credit”), which Backup Bond Letter of Credit shall (x) permit Seller to draw on such Backup Bond Letter of Credit to the extent any funds are drawn under the applicable Letter of Credit by presenting a sight draft in the amount drawn on Seller under the applicable Letter of Credit plus any fees or any charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup Bond Letter of Credit by remitting to Seller on the same Business Day Seller presents its Affiliatessight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller's sight draft and (B) for the other Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)), other than Purchaser shall issue and deliver to Seller at the Assumed Liabilities or other obligations expressly assumed hereunderClosing a single backup letter of credit, in form and substance acceptable to Seller (the “Backup General Letter of Credit” and together with the Backup Bond Letters of Credit, the “Excluded LiabilitiesBackup Letters of Credit”), which Backup General Letter of Credit shall (x) permit Seller to draw on the Backup General Letter of Credit to the extent any funds are drawn under any applicable Letter of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) by presenting a sight draft in the amount drawn on Seller under such Letter of Credit plus any fees or charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup General Letter of Credit by remitting to Seller on the same Business Day Seller presents its sight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller's sight draft. From and after the Closing, as promptly as practicable following notice to Purchaser (and in any event within two (2) Business Days of any such notice), Purchaser shall execute and deliver to Seller additional Backup Bond Letters of Credit or amendments to the Backup General Letter of Credit, as applicable, with respect to any Letters of Credit issued between the close of business on the second (2nd) Business Day prior to the Closing Date and the Closing. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “Reimbursement Obligations”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Backup Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) with new letters of credit issued by Purchaser (each, a “Replacement Letter of Credit”). In the event that any amounts are repaid to Seller by the obligor under any applicable Letter of Credit in respect of amounts remitted to Seller by Purchaser in payment of Seller's draw on the applicable Backup Letter of Credit, Seller shall promptly remit such amounts to Purchaser. Purchaser acknowledges and agrees that Seller shall have no obligation to renew any commitments under Letters of Credit expiring from and after the date of the Closing Date except to the extent, if any, set forth in the Memorandum of Understanding (as defined below). Seller will furnish Purchaser on the Business Day prior to the Closing Date with an updated Schedule 2.2(c) containing all Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date and identifying those Letters of Credit that relate to a bond issuance. On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Backup Letters of Credit and substituting the Replacement Letters of Credit as contemplated by this Section 2.2(c) including the allocation of fees between Seller and Purchaser on an equitable basis reflecting relative credit risk and administrative burdens following the Closing (the “Memorandum of Understanding”).

Assumption of Liabilities. (ai) Subject Buyer shall not assume any liabilities or obligations of Seller (other than those expressly assumed pursuant to this Section 1.1(b)), including without limitation, any liabilities for employment, income, sales, property or other taxes incurred or accrued by Seller, except as provided in Section 1.2(c). It is further expressly agreed that Buyer shall not assume any liabilities for third party claims of infringement of intellectual property rights on products sold by the terms and conditions Seller through the Closing Date or the damages, if any, as set forth in this Agreement, at Section 1.1(b)(iii). At the Closing, Purchaser Buyer shall assume, pay, perform assume the following obligations and discharge all duties, responsibilities, obligations or liabilities of Seller (collectively, the "Assumed Liabilities"): (A) all obligations and liabilities of Seller under or related to any software development contracts, licenses and any other contracts to which Seller is a party or by which it is bound as set forth on Schedule 2.12 if Seller's rights under such contracts are assigned and transferred to Buyer at the Closing (B) those obligations and liabilities of Seller set forth in Schedule 1.1(b) hereto (including the promissory notes set forth in Section 1.1(b)(ii) below, which are expressly agreed to be assumed subject to the conditions specified in Section 1.1(b)(ii) and the lease agreement set forth in Section 1.1(b)(iii) below, which is expressly agreed to be assumed subject to the conditions specified in Section 1.1(b)(iii)), and (C) all obligations pursuant to Sections 1.2(c), 1.3(a)(iv) and 5.13 hereunder. Buyer expressly is not assuming any obligations or liabilities, whether accrued, contingent absolute, contingent, matured, unmatured or otherwise) to be dischargedother, performed, satisfied or paid on or after of Seller except for the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”):. (iii) Buyer specifically assumes the Deposits, including Deposits in IRAs promissory notes between Seller and Kirk ▇. ▇▇▇▇ ▇▇▇ Step▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Accounts ▇▇▇ed April 30, 1996 for an aggregate principal amount of $250,000 (the "$250,000 Note") and BARW dated October 15, 1995 for an aggregate principal amount of $25,000 as set forth in Schedule 1.1(b), subject to Seller's delivery to Buyer of a Subordination Agreement executed by each of Kirk ▇. ▇▇▇▇ ▇▇▇ Step▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇tached hereto as Exhibit A binding each of Mr. ▇▇▇▇ ▇▇▇ Mr. ▇▇▇▇▇▇▇▇ ▇▇▇ their successors and assignees, to subordinate payment by Buyer of any and all indebtedness, liabilities, guarantees and other obligations of Buyer to Mr. ▇▇▇▇ ▇▇▇ Mr. ▇▇▇▇▇▇▇▇ ▇▇▇ existing or hereinafter arising to the extent contemplated by Section 2.4; payment to Coast Business Credit (ii"Coast"), a division of Southern Pacific Thrift and Loan Association and other creditors who are banking and equipment leasing institutions ("Institutional Creditors") the Personal Propertyof Buyer, Branch Leasesof all indebtedness, Tenant Leasesliabilities, Tenant Security Deposits guarantees and the Owned Real Property;other obligations of Buyer to Coast and such other Institutional Creditors, now existing or hereinafter arising and including such terms and conditions as more specifically set fourth in Exhibit A attached hereto. (iii) Buyer specifically assumes the Safe Deposit Agreements; obligations under the lease agreement by and between Seller and AJ Partners Limited Partnership (iv"Lessor"), managed by Drap▇▇ ▇▇▇ Kram▇▇ ▇▇ California, Incorporated dated July 18, 1994 (the "Lease Agreement") the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans both parties will use their best efforts to obtain a consent to a formal assignment pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Lease Agreement, Purchaser . It is expressly agreed that Buyer shall not assume or be bound by any duties, responsibilities, obligations or liabilities, liabilities for damages arising out of any kind failure on the part of Buyer or nature, known, unknown, contingent or otherwise, Seller to obtain written consent under Section 12 of Seller or any the Lease Agreement of its Affiliates, other than Lessor to Seller's assignment of the rights and obligations under the Lease Agreement to Buyer prior to the Closing Date and Assumed Liabilities or as otherwise under this Agreement expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or excludes any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)such damages.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or liabilities Liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or from and after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, solely with respect to the following (collectively, the “Assumed Liabilities”): (i) the DepositsDeposits (other than Accrued Interest), including Deposits in IRAs ▇▇▇ and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.42.5; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit AgreementsPersonal Property, if any, and the Personal Property Leases, if any; (iv) the Equipment Leases and the Assumed Contracts;Safe Deposit Agreements; and (v) the Loansaccrued liabilities, and if any, described in Schedule 2.2(a)(v) (the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes“Accrued Liabilities”). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, Liabilities of Seller or of any of its Affiliates, including, without limitation, (i) any Liabilities of Seller and its Affiliates arising out of or relating to the business of the Branches, the Branch Employees, the Employee Benefit Plans or the Assets prior to the Closing Date or as a result of the Closing, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein, and (all duties, responsibilities, obligations ii) any special assessment related to the Deposits assessed by the FDIC based on a quarterly Report of Condition and liabilities of Income (a “Call Report”) filed by Seller or any one of its Affiliates, other than Affiliates prior to the Assumed Liabilities or other obligations expressly assumed hereunderClosing Date (collectively, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Property and Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge as and when required as of or after the Closing, all duties, responsibilities, obligations or liabilities of Seller (of any kind, whether accrued, contingent or otherwise) ), other than the Excluded Liabilities, to be discharged, performed, satisfied or paid with respect to the period on or after the Closing Date (or relating to the Transfer Date with respect to a Transferred Employee)Activities, with respect to including the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) duties, responsibilities, obligations and liabilities of Seller associated with the Purchased Assets, including the Purchased Loans (including the servicing of the Purchased Loans pursuant to Section 2.4), the Assumed Contracts, the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real PropertyRecords; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) all liabilities for (A) Taxes of, or relating to, the Purchased Assets, the Assumed Liabilities or the business or operation of the Branches Transferred Activities (other than Excluded A/75499905.9 9 Taxes) and (B) Purchaser's share of Transfer Taxes in accordance with Section 8.3; and (iv) liabilities relating to the operation or condition of the Purchased Assets, items (i), (ii) and (iii) of the Assumed Liabilities or the Transferred Activities on or after the Closing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not not, pursuant to or as a result of this Agreement, assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder hereunder, including but not limited to the following (all dutiesthe “Excluded Liabilities”): (i) any liability to the extent arising from or related to any breach of, responsibilitiesdefault under, obligations failure to perform, torts related to the performance of, violations of law, infringements or indemnities under, guaranties pursuant to and liabilities overcharges, underpayments or penalties on the part of Seller or any of its AffiliatesAffiliates arising prior to the Closing Date under, any Assumed Contract or other contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party prior to the Closing Date; (ii) any liability (other than the Assumed Liabilities described in Section 2.2(a)) to the extent arising from or other obligations expressly assumed hereunderrelated to the operation or condition of the Purchased Assets, the “Assumed Liabilities or the Transferred Activities prior to the Closing Date; (iii) any liability with respect to or related to any Benefit Plan of Seller or any of Seller's Affiliates or relating to or arising from the employment of any person by Seller or any of Seller's Affiliates, including but not limited to any Accepting Employee; (iv) all liabilities for Excluded Liabilities”)Taxes; and (v) any liability to the extent relating to an Excluded Asset, whether arising prior to or after the Closing Date.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accruedSeller, contingent or otherwise) other than the Excluded Liabilities, to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “"Assumed Liabilities”"): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, Loans and the servicing of the Loans pursuant to Section 2.5; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches Branch (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder hereunder, including the following (all dutiescollectively, responsibilitiesthe "Excluded Liabilities"): (i) any liabilities or obligations to the extent arising from any investigations, actions, suits or proceedings against Seller, the Assets or the Assumed Liabilities pending or, to Seller's Knowledge, threatened as of or prior to 5:00 p.m., Eastern time, on the Closing Date; (ii) any liabilities or obligations and liabilities to the extent arising from violations of applicable law, rule or regulation, breach of fiduciary duties or tortious conduct by Seller or any of its AffiliatesAffiliates prior to 5:00 p.m., other than Eastern time, on the Assumed Liabilities Closing Date, including actions or other omissions by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date resulting in lender liability; (iii) any liabilities or obligations expressly assumed hereunderto the extent arising from any breach of, default under or failure to perform under any contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party, by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the “Closing Date; and (iv) any liabilities or obligations to the extent relating to an Excluded Liabilities”)Asset, whether arising prior to or after 5:00 p.m., Eastern time, on the Closing Date.

Assumption of Liabilities. (a) Subject to On the terms and subject to the conditions set forth in this Agreementherein, at the Closing, Purchaser Acquirer shall assume, assume from Seller and thereafter pay, perform or otherwise discharge in accordance with their terms, and discharge all dutiesshall hold Seller and its Affiliates harmless from, responsibilities, obligations or those liabilities (and only those liabilities) of Seller (whether accrued, contingent or otherwisespecified on Schedule 2.02(a) to be discharged, performed, satisfied or paid on or after the Closing Date this Agreement (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and ▇▇▇▇▇ Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything Seller shall retain, and shall be responsible for paying, performing and discharging when due, and shall hold Acquirer and its Affiliates harmless from, all liabilities of Seller other than the Assumed Liabilities, including, without limitation, (i) any liabilities relating to the contrary in this AgreementBenefit Plans, Purchaser shall not assume (ii) any liabilities, including, without limitation, any liabilities arising under WARN, COBRA or be bound any other Law pertaining to employees generally, and any employee severance liabilities, relating to the employment or termination of employment by Seller up to and through the Closing Date of any dutiesTransferred Employee, responsibilities(iii) any liabilities, obligations including, without limitation, any liabilities arising under WARN, COBRA or any other Law pertaining to employees generally, and any employee severance liabilities, relating to the employment or termination of employment by Seller, whether on, prior to or after the Closing Date, of any kind or nature, known, unknown, contingent or otherwise, employee of Seller or any of its AffiliatesAffiliates who does not become a Transferred Employee, other than (iv) any liabilities relating to any Liens on the Transferred Assets, including, without limitation, any Permitted Liens, and (v) those liabilities and obligations, including, without limitation, liabilities and obligations arising under (A) contracts between Seller and third parties that are not Assumed Liabilities or as otherwise expressly assumed hereunder Contracts and (all dutiesB) the Deferred Compensation Plan, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, set forth on Schedule 2.02(b) to this Agreement (the “Excluded Retained Liabilities”).