Common use of Conversion of Accounts Clause in Contracts

Conversion of Accounts. In the event that this Agreement is terminated for any reason, it shall be CLAY's responsibility to arrange for the conversion of CLAY and Customer Accounts to another clearing broker. CLAY will give FSWC notice (the "Conversion Notice") of: (i) the name of the broker that will assume responsibility for clearing services for Customers and CLAY; (ii) the date on which such broker will commence providing such services; (iii) CLAY's undertaking, in form and substance satisfactory to FSWC, that CLAY's agreement with such broker provides that such broker will accept on conversion all CLAY and Customer Accounts, then maintained by FSWC; and (iv) the name of an individual within that organization who may be contacted by FSWC to coordinate the conversion. The Conversion Notice shall accompany CLAY's notice of termination given pursuant to Section 12(a) or within thirty (30) days of the occurrence of an event specified in Section 12(c) or a termination by FSWC. FSWC shall not be responsible for transfers not within the normal capabilities of its data processing and operational systems or for delays necessary to avoid disruption of its normal operations. If CLAY fails to provide the Conversion Notice to FSWC within the time prescribed, FSWC may give to Customers of CLAY such notice as FSWC deems appropriate of the termination of this Agreement and may make such arrangements with the Customers as FSWC deems appropriate for transfer or delivery of Customer and CLAY Accounts. CLAY will pay to FSWC a termination fee equal to the greater of (i) the actual costs and expenses incurred by FSWC in discontinuing the clearing arrangement hereunder and transferring the Accounts pursuant to the request of CLAY (ii) $10,000. Said termination fee shall be paid within 10 days after CLAY's receipt of FSWC's statement setting forth in reasonable detail the costs and expenses incurred by FSWC. FSWC's determination of the costs and expenses relating to the discontinuance of the clearing arrangement hereunder and the transferring of the Accounts shall be conclusive and binding on the parties hereto, absent a showing of manifest error. The obligation of CLAY to pay the termination fee as specified herein shall be and become a part of the Obligation and, if not paid when due, shall become subject to FSWC's rights of offset as provided under the terms of this Agreement.

Conversion of Accounts. In the event that this Agreement is terminated for any reason, it it. shall be CLAY's Correspondent’s responsibility to arrange for the conversion or transfer via the Automated Customer Account Transfer Service “ACATS”) (at Apex’s discretion) of CLAY Correspondent and Customer Accounts to another clearing brokerbroker within [***] days of the termination of this Agreement. CLAY Correspondent will give FSWC Apex written notice (the "“Conversion Notice"”) of: (i) the name of the broker that will assume responsibility for clearing services for Customers Customers. and CLAYCorrespondent; (ii) the date on which such broker will commence providing such services; (iii) CLAY's Correspondent’s undertaking, in form and substance satisfactory to FSWCApex, that CLAY's Correspondent’s agreement with such broker provides that such broker will accept on conversion or ACATS transfer all CLAY Correspondent and Customer Accounts, Accounts then maintained by FSWCApex; and (iv) the name of an individual within that organization who may be contacted by FSWC Apex can contact to coordinate the conversionconversion or ACATS transfer. The Conversion Notice shall accompany CLAY's Correspondent’s notice of termination given pursuant to Section 12(a) or within thirty (30) [***] days of the occurrence of an event specified in Section 12(c) or a termination by FSWC. FSWC shall not be responsible for transfers not within the normal capabilities of its data processing and operational systems or for delays necessary to avoid disruption of its normal operations). If CLAY Correspondent fails to provide give the Conversion Notice to FSWC within the time prescribedApex, FSWC Apex may give to to. Customers of CLAY such notice as FSWC Apex deems appropriate of the termination of this Agreement and may make such arrangements with the Customers as FSWC Apex deems appropriate for transfer or delivery of Customer and CLAY AccountsCorrespondent Accounts and the expense of notifying those Customers and making such arrangements shall be charged to Correspondent. CLAY Correspondent will pay to FSWC Apex all deconversion charges and reimburse Apex for deconversion expenses (including without limitation ACAT charges, file charges, programming expenses and processing expenses). To the extent Correspondent Accounts continue to remain after deconversion, Apex will impose a termination fee equal to the greater of (i) the actual costs monthly minimum charge and expenses incurred by FSWC in discontinuing the clearing arrangement hereunder and transferring the Accounts pursuant to the request of CLAY (ii) $10,000. Said termination fee shall be paid within 10 days after CLAY's receipt of FSWC's statement setting forth in reasonable detail the costs and expenses incurred by FSWC. FSWC's determination of the costs and expenses relating to the discontinuance of the clearing arrangement hereunder and the transferring of the Accounts shall be conclusive and binding on the parties hereto, absent a showing of manifest error. The obligation of CLAY to pay the termination fee as specified herein shall be and become a part of the Obligation and, if not paid when due, shall become subject to FSWC's rights of offset as provided under the terms of this Agreementper account charge.

Conversion of Accounts. In the event that this Agreement is terminated for any reason, it shall be CLAY's Correspondent’s responsibility to arrange for the conversion or ACAT (at Apex’s discretion) of CLAY and Customer Correspondent Accounts to another clearing brokerbroker within [***] days of the termination of this Agreement. CLAY Correspondent will give FSWC Apex written notice (the "“Conversion Notice"”) of: (i) the name of the broker that will assume responsibility for clearing services for Customers and CLAYCorrespondent; (ii) the date on which such broker will commence providing such services; (iii) CLAY's Correspondent’s undertaking, in form and substance satisfactory to FSWCApex, that CLAY's Correspondent’s agreement with such broker provides that such broker will accept on conversion or ACAT all CLAY and Customer Accounts, then maintained by FSWCApex; and (iv) the name of an individual within that organization who may be contacted by FSWC Apex can contact to coordinate the conversionconversion or ACAT. The Conversion Notice shall accompany CLAY's Correspondent’s notice of termination given pursuant to Section 12(a) or within thirty (30) [***] days of the occurrence of an event specified in Section 12(c) or a termination by FSWC. FSWC shall not be responsible for transfers not within the normal capabilities of its data processing and operational systems or for delays necessary to avoid disruption of its normal operations). If CLAY Correspondent fails to provide give the Conversion Notice to FSWC within the time prescribedApex, FSWC Apex may give to Customers of CLAY Correspondent such notice as FSWC Apex deems appropriate of the termination of this Agreement and may make such arrangements with the Customers as FSWC Apex deems appropriate for transfer or delivery of Customer Correspondent Accounts and CLAY Accounts. CLAY will pay to FSWC a termination fee equal to the greater of (i) the actual costs and expenses incurred by FSWC in discontinuing the clearing arrangement hereunder and transferring the Accounts pursuant to the request of CLAY (ii) $10,000. Said termination fee shall be paid within 10 days after CLAY's receipt of FSWC's statement setting forth in reasonable detail the costs and expenses incurred by FSWC. FSWC's determination of the costs and expenses relating to the discontinuance of the clearing arrangement hereunder and the transferring of the Accounts making such arrangements shall be conclusive charged to Correspondent. Correspondent will pay to Apex all deconversion charges and binding on reimburse Apex for deconversion expenses (including, without limitation ACAT charges, file charges, programming expenses and processing expenses). To the parties heretoextent Correspondent Accounts continue to remain after deconversion, absent Apex will impose a showing of manifest error. The obligation of CLAY to pay the termination fee as specified herein shall be monthly minimum charge and become a part of the Obligation and, if not paid when due, shall become subject to FSWC's rights of offset as provided under the terms of this Agreementper account charge.

Conversion of Accounts. (a) Without limiting the any provisions pertaining to the Interim Transition Period (whether in this Agreement or the Program Agreement), with respect to all Purchased Accounts, on and after the Closing Date, Buyer shall be responsible, at its own expense, for: (i) handling any and all Account Debtor service issues and any and all losses resulting from service issues to the extent arising after the Closing Date; provided, that Buyer shall nonetheless be responsible for credit losses on all Purchased Accounts because the same were taken into account in the Imbedded Loss calculation referred to in Section 2.3; and (ii) refunding credit balances to the extent such credit balances were taken into account and applied in computing the Purchase Price as a reduction thereof. (b) As of the end of the Interim Transition Period (the expiration of which Buyer shall have notified Seller at least ten (10) days in advance), Seller shall deliver, at Seller's expense, a copy of the Conversion Tape and of the Conversion Tape Supplement to Buyer (in both cases in the form and format previously provided to Buyer during the Interim Transition Period) via overnight express mail service to Buyer at such address as Buyer shall direct in writing. Such tapes shall provide true and correct information in respect of the Purchased Accounts as of the date provided (based on the information reasonably available as of such date). In the event that Buyer (or Transferee) is unable to successfully load, balance and validate on its systems the Conversion Tape and, as appropriate, the Conversion Tape Supplement as delivered by Seller pursuant to this Agreement is terminated for any reasonSection 6.7(b), it Seller shall deliver, at its expense, to Buyer an additional copy or new version of the Conversion Tape and/or the Conversion Tape Supplement not later than twenty-four (24) hours after receipt of notice from Buyer. Buyer shall be CLAY's responsibility to arrange responsible, at its own expense, for conducting the conversion of CLAY Purchased Accounts onto its systems, including without limitation, the process of Account Debtor change in terms and Customer Accounts to another clearing brokerother notifications. CLAY will give FSWC notice (Without limiting the "Conversion Notice") of: (i) the name of the broker that will assume responsibility for clearing services for Customers foregoing and CLAY; (ii) the date on which such broker will commence providing such services; (iii) CLAY's undertaking, in form and substance satisfactory to FSWC, that CLAY's agreement with such broker provides that such broker will accept on conversion all CLAY and Customer Accounts, then maintained by FSWC; and (iv) the name of an individual within that organization who may be contacted by FSWC to coordinate the conversion. The Conversion Notice shall accompany CLAY's notice of termination given pursuant to Section 12(a) or within thirty (30) days of the occurrence of an event specified in Section 12(c) or a termination by FSWC. FSWC shall not be responsible for transfers not within the normal capabilities of its data processing and operational systems or for delays necessary to avoid disruption of its normal operations. If CLAY fails to provide the Conversion Notice to FSWC within the time prescribed, FSWC may give to Customers of CLAY such notice as FSWC deems appropriate of the termination of this Agreement and may make such arrangements with the Customers as FSWC deems appropriate for transfer or delivery of Customer and CLAY Accounts. CLAY will pay to FSWC a termination fee equal to the greater of (i) the actual costs and expenses incurred by FSWC in discontinuing the clearing arrangement hereunder and transferring the Accounts pursuant to the request of CLAY (ii) $10,000. Said termination fee shall be paid within 10 days after CLAY's receipt of FSWC's statement setting forth in reasonable detail the costs and expenses incurred by FSWC. FSWC's determination of the costs and expenses relating to the discontinuance of the clearing arrangement hereunder and the transferring of the Accounts shall be conclusive and binding on the parties hereto, absent a showing of manifest error. The obligation of CLAY to pay the termination fee as specified herein shall be and become a part of the Obligation and, if not paid when due, shall become subject to FSWC's rights of offset as provided under the terms of this the Program Agreement, Seller agrees that it shall provide in a timely fashion such assistance and necessary materials for such conversion (including, among other things reasonably requested by Buyer, providing test tapes and data mapping assistance). Seller shall bear all of its deconversion expenses.

Conversion of Accounts. In the event that this Agreement is terminated for any reason, it shall be CLAY's Correspondent’s responsibility to arrange for the conversion of CLAY Correspondent and Customer Accounts to another clearing broker. CLAY The parties agree to work in good faith during such a conversion, but recognize that such a conversion is predicated on the cooperation and good faith of the broker which will assume responsibility for clearing services of the Customers. Correspondent will give FSWC NFS notice (the "“Conversion Notice"”) of: of (i) the name of the broker that which will assume responsibility for clearing services for Customers and CLAY; Correspondent, (ii) the date on which such broker will commence providing such services; , (iii) CLAY's Correspondent’s undertaking, in form and substance satisfactory to FSWCNFS, that CLAY's Correspondent’s agreement with such broker provides that such broker will accept on conversion all CLAY Correspondent and Customer Accounts, then maintained by FSWC; and NFS and (iv) the name of an individual within that organization who may be contacted by FSWC whom NFS can contact to coordinate the conversion. The Conversion Notice shall accompany CLAY's be given within 30 days of NFS’ or Correspondent’s notice of termination given pursuant to Section 12(a) Sections XIII.1 or XIII.2. or within thirty (30) 30 days of the occurrence of an event specified in Section 12(c) or a termination by FSWC. FSWC shall not be responsible for transfers not within the normal capabilities of its data processing and operational systems or for delays necessary to avoid disruption of its normal operationsXIII.3. If CLAY Correspondent fails to provide give the Conversion Notice notice to FSWC within the time prescribedNFS, FSWC NFS may give to Customers of CLAY such notice as FSWC NFS deems appropriate of the termination of this Agreement and may make such arrangements with the Customers as FSWC NFS deems appropriate for transfer or delivery of Customer and CLAY Correspondent Accounts. CLAY In the event NFS receives or gives notice of termination under this Section, or this Agreement terminates automatically pursuant to Section XIII.3, NFS reserves the right to administer each Account in such manner as NFS deems appropriate in NFS’ reasonable discretion, including but not limited to rejecting transactions pursuant to Section IV.4. If (x) Correspondent terminates this Agreement pursuant to Section XIII.1 or Section XIII.2(c), (y) NFS terminates this Agreement pursuant to Section XIII.2(a) or (z) the Agreement terminates pursuant to Section XIII.3 as a result of a development relating to Correspondent, Correspondent will (a) pay to FSWC NFS reasonable and equitable programming charges to process the conversion of Correspondent and Customer Accounts to another clearing broker and (b) pay any costs incurred by NFS as billed by any third party vendors such as transfer agents, etc. to process such conversion. If (x) Correspondent terminates this Agreement pursuant to Section XIII.1 or Section XIII.2(b), or (y) the Agreement terminates pursuant to Section XIII.3 as a result of a development relating to NFS, NFS will (a) pay any programming charges to process the conversion of Correspondent and Customer Accounts to another clearing broker and (b) pay any, reasonable, direct, documented costs incurred by Correspondent to process such conversion. In the event that during the Initial Term (x) Correspondent terminates this Agreement prior to the end of the Initial Term pursuant to Section XIII.2(c), or (y) Correspondent intentionally materially breaches this Agreement and, as a result, NFS terminates this Agreement, Correspondent shall pay to NFS a termination fee equal to as described in Exhibit A. In the greater event that Correspondent is the subject of (i) the actual costs and expenses incurred by FSWC in discontinuing the clearing arrangement hereunder and transferring the Accounts issuance of a protective decree pursuant to the request Securities Investor Protection Act of CLAY 1970 (ii) $10,000. Said 15 USC 78aaa-111), NFS’ claim for payment of a termination fee under this Agreement shall be paid within 10 days after CLAY's receipt subordinate to claims of FSWC's statement setting forth in reasonable detail Correspondent’s customers that have been approved by the costs and expenses incurred Trustee appointed by FSWC. FSWC's determination of the costs and expenses relating Securities Investor Protection Corporation pursuant to the discontinuance issuance of the clearing arrangement hereunder and the transferring of the Accounts shall be conclusive and binding on the parties hereto, absent a showing of manifest error. The obligation of CLAY to pay the termination fee as specified herein shall be and become a part of the Obligation and, if not paid when due, shall become subject to FSWC's rights of offset as provided under the terms of this Agreementsuch protective decree.

Conversion of Accounts. In the event that this Agreement is terminated for any reason, it shall be CLAY's ALEX'S responsibility to arrange for the conversion of CLAY ALEX and Customer Accounts to another clearing broker. CLAY ALEX will give FSWC notice (the "Conversion Notice") of: (i) the name of the broker that will assume responsibility for clearing services for Customers and CLAYALEX; (ii) the date on which such broker will commence providing such services; (iii) CLAY's ALEX'S undertaking, in form and substance satisfactory to FSWC, that CLAY's ALEX'S agreement with such broker provides that such broker will accept on conversion all CLAY ALEX and Customer Accounts, then maintained by FSWC; and (iv) the name of an individual within that organization who may be contacted by FSWC to coordinate the conversion. The Conversion Notice shall accompany CLAY's ALEX'S notice of termination given GIVEN pursuant to Section 12(a) or within thirty (30) days of the occurrence of an event specified in Section 12(c) or a termination by FSWC. FSWC shall not be responsible for transfers not within the normal capabilities of its data processing and operational systems or for delays necessary to avoid disruption of its normal operations. If CLAY ALEX fails to provide the Conversion Notice to FSWC within the time prescribed, FSWC may give to Customers of CLAY ALEX such notice as FSWC deems appropriate of the termination of this Agreement and may make such arrangements with the Customers as FSWC deems appropriate for transfer or delivery of Customer and CLAY ALEX Accounts. CLAY ALEX will pay to FSWC a termination fee equal to the greater of (i) the actual costs and expenses incurred by FSWC in discontinuing the clearing arrangement hereunder and transferring the Accounts pursuant to the request of CLAY ALEX (ii) $$ 10,000. Said termination fee shall be paid within 10 days after CLAY's ALEX'S receipt of FSWC's statement setting forth in reasonable detail the costs and expenses incurred by FSWC. FSWC's determination of the costs and expenses relating to the discontinuance of the clearing arrangement hereunder and the transferring of the Accounts shall be conclusive and binding on the parties hereto, absent a showing of manifest error. The obligation of CLAY ALEX to pay the termination fee as specified herein shall be and become a part of the Obligation and, if not paid when due, shall become subject to FSWC's rights of offset as provided under the terms of this Agreement.