Common use of Transitional Matters Clause in Contracts

Transitional Matters. (a) Each of the parties acknowledges and agrees that the transition of the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

Transitional Matters. (a) Each of the parties acknowledges and agrees that the transition of the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties acknowledge and agree that prior to between the Closing Datedate hereof and the Closing, the parties Parent shall, and shall cooperate with each other to identify all such transactions cause its Affiliates to, complete certain actions for the operational and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the physical separation of the Business, the Purchased Assets Companies and the Assumed Liabilities Transferred Subsidiaries from the Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later other than the one year anniversary Companies and the Transferred Subsidiaries) set forth in Section 5.17(a) of the Closing Date Seller Disclosure Letter. Any internal costs or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited expenses or third-party out-of-pocket costs or expenses incurred by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and or any of its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4separation actions contemplated in this Section 5.17(a) moving corporate records related to shall be borne by the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its termParent. (b) In addition Without limiting Section 5.02, promptly after the date of this Agreement, the Parent and the Acquiror shall, and shall cause their relevant Affiliates to, establish a team consisting of one senior manager from each of the Insurance Companies, the Parent and the Acquiror or one of the Acquiror’s Affiliates (the “Transition Services Management Team”). The purpose of such Transition Services Management Team will be to coordinate transition activities (including the matters separation actions contemplated in Section 5.17(a) and the migration activities contemplated in Section 5.17(c)) between the date hereof and the Closing Date. The Parent and the Acquiror shall cause such Transition Services Management Team to be identified pursuant subject to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions confidentiality and matters outlined in Section 5.12 of Sellers' Disclosure Scheduleother restrictions necessary or appropriate to ensure compliance with all applicable Laws. (c) For (i) Following the purpose of facilitating the transition date hereof, in furtherance of the financial systemprovisions of Section 5.02 and the transactions contemplated hereby, on or prior the Parent, the Companies and the Transferred Subsidiaries shall use commercially reasonable efforts to cooperate with the Acquiror, at the Acquiror’s request and direction, in planning for the provision of Services and access to Facilities pursuant to the 15th day prior Transition Services Agreement and planning for the migration and integration of the Business (including the data, systems, operations and administration) and their personnel to and into the Acquiror, in accordance with mutually acceptable timetables, guidelines and procedures (which shall comply with applicable Law), with such cooperation to include appointing the Transition Services Management Team and each of the Parent, the Sellers and the service providers under the Transition Services Agreement (collectively), the Companies and the Transferred Subsidiaries (collectively) and the Acquiror: (A) establishing divestiture planning committees as mutually agreed; (B) setting regular meetings of the Transition Services Management Team and the divestiture planning committees; (C) making available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for the planning for the provision of Services and access to Facilities pursuant to the Closing Date, Transition Services Agreement and the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts planning for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") migration and are intended to be used by the Buyer in the operation integration of the Business; (D) developing detailed project plans and budgets for the provision of Services and access to Facilities pursuant to the Transition Services Agreement and the migration and integration of the Business; and (E) dedicating commercially reasonable resources to accomplish the foregoing. With respect to the members of the Transition Services Management Team appointed by the Parent and the Insurance Companies, such members shall be Persons with sufficient knowledge and authority, inside and outside Japan, to ensure that the appropriate personnel from the Parent, the Purchased Assets Sellers, the service providers under the Transition Services Agreement, the Companies and the Assumed Liabilities from Transferred Subsidiaries, respectively, are assigned to the appropriate divestiture planning committees to be involved in the foregoing. All planning and after cooperation contemplated by this Section 5.17(c) shall be conducted in compliance with applicable Law (including antitrust and competition Law) and with the Closing Date. From intention to minimize disruption to the Business and after the creation businesses of the Buyer GL Accounts, until ClosingParent, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling CompaniesSellers, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, Acquiror and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledgertheir respective Affiliates. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

Transitional Matters. (a) Each On the Closing Date, Seller shall provide Purchaser all Delivery Records associated with the Deposits in its possession at each Branch. Immediately following the Closing Date, Seller shall provide to Purchaser, at Purchaser’s sole expense and at a location designated by Purchaser, all Loan Documents. Upon Closing, Seller shall provide Purchaser all the data which is reasonably necessary for the conversion of the Assumed Deposits to Purchaser’s data processing system; provided, however, that Seller and Purchaser each shall pay for their own expenses incurred in the conversion. Seller shall complete an assignment and allonge for each Purchased Loan or a global instrument of assignment in form and substance reasonably acceptable to Purchaser and deliver the assignments and allonges or global instrument at Closing. Thereafter, Seller will honor in a timely manner any further reasonable requests by Purchaser relative to additional endorsements, assignments or similar matters with respect to the Loan Documents for Purchased Loans; provided, however, with respect to specific Loan Documents, Seller may require additional time to effectively transfer title thereto and Purchaser shall not hold Seller liable for any reasonable delays in the delivery of such Loan Documents. (b) Seller and Purchaser shall cooperate with each other and shall use their commercially reasonable efforts to cause the timely transfer of information concerning the Assumed Deposits and the Purchased Loans which is maintained on Seller’s data processing systems. Within ten (10) calendar days after the date of this Agreement, Seller and Purchaser shall each designate appropriate and qualified personnel to be responsible for this cooperation of the parties acknowledges in such transfer of information, and agrees that such personnel shall meet to discuss products, data mapping and the transition delivery of Delivery Records to Purchaser. Within forty-five (45) calendar days after the date of this Agreement, Seller and Purchaser shall execute a written, mutually acceptable Transition Services Agreement with respect to post-closing trailing transaction settlement procedures and specifications. If the parties agree to the electronic delivery of such materials, Purchaser may require up to three sets of electronic data files, corresponding layouts, and applicable balancing reports, with respect to the Assumed Deposits and Purchased Loans. One set, whether electronic or not, shall be the live conversion set and be created after processing on the night of the Business from Closing Date and be delivered to Purchaser no later than noon Eastern Time on the Selling Companies day following the Closing Date. Any other set must only be provided by Seller to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in Purchaser following at least ten (10) business days prior notice. (c) In connection with its processing on the transition night of the Closing, Seller will produce and mail to the customers of the Branches, statements dated the Business from Day immediately following the Selling Companies Closing Date on any Assumed Deposit or Purchased Loan account normally receiving a statement. (d) Anything herein to Buyer. The parties agree that the contrary notwithstanding, neither Purchaser nor Seller shall object to the use by depositors of the Assumed Deposits of checks and similar instruments issued to or ordered by such depositors on or prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties instruments may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their businessbear Seller’s name, or required by the Selling Companies any logo, trademark, service ▇▇▇▇, trade name or other proprietary ▇▇▇▇ of Seller, for the operation and use a period of the Excluded Assets or Excluded Liabilities; provided, that access up to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. sixty (360) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and calendar days after the Closing Date. From Seller and after the creation of the Buyer GL AccountsPurchaser will, until prior to Closing, the Selling Companies shall maintain such accounts (as duplicate entries agree on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accountsa mutually acceptable method to notify customers who use, and shall maintain on behalf of to transfer funds and authorization relating to, direct deposit and direct debit arrangements related to the Selling Companies, the Seller GL Accounts on its general ledgerAssumed Deposits. (de) The party receiving service under the Transitional Agreement shall pay Purchaser, at its option, may maintain existing account numbers issued to the party providing service the costs incurred by depositors of all Assumed Deposits and Purchaser agrees to furnish such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own accountdepositors with checks, withdrawal order forms and ATM access/debit cards.

Transitional Matters. (a) Each Conduct of Business Prior to the parties acknowledges and agrees that Closing. From the transition of date hereof until the Business from Closing, except as expressly permitted by this Agreement or otherwise consented to or approved by the Selling Companies to Buyer will require that certain transactions and relationships will need in writing (such consent or approval not to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide,unreasonably withheld): (i) The Seller shall not permit the Branch to incur any material liabilities or material obligations (whether directly or by way of guaranty, endorsement, surety contract or otherwise) including without limitation any obligation for (A) the operation of the Business and use of the Purchased Assets borrowed money or evidenced by Buyerany note, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Businessbond, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies)debenture or similar instrument, in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies except for deposit liabilities incurred in the ordinary course of their business pursuant to the Seller's customary rate schedules, and except for other liabilities and obligations incurred in the ordinary course of business; (ii) The Seller shall not sell, transfer, mortgage, encumber or required by otherwise dispose of any of the Selling Companies Assets except for the operation and use disposition of Assets in the ordinary course of business; (iii) Except as provided in Article 6, the Seller will not cause the transfer from the Branch to the Seller's other operations of any deposits of the Excluded Assets or Excluded type included in the Liabilities; provided, however, that the Seller may transfer deposits to the Seller's other offices upon request of the depositors and may transfer to its other offices other deposits which are not to be transferred to Buyer pursuant to this Agreement; (iv) The Seller will maintain the Furniture, Fixtures and Equipment substantially in accordance with its normal practices, and keep such property in its present condition, ordinary wear and tear excepted; (v) The Seller shall operate the Branch and the businesses thereof in accordance with its normal practices and will use reasonable efforts to preserve for the benefit of the Buyer after the Closing its business, goodwill and relationships with customers and suppliers; and, consistent with the foregoing, Seller shall maintain deposit rates at the Branch substantially in accord with past practices; and (vi) The Seller shall provide the Buyer reasonable access during normal business hours to and the opportunity to review and inspect the Furniture, Fixtures and Equipment of the Branch, and the books, records, files, documentation and accounts of the Branch; shall furnish to the Buyer such reports and compilations pertaining thereto as the Buyer shall reasonably request from time to time; and shall furnish to the Buyer all such other information pertaining to the Assets and the Liabilities and the business of the Branch as the Buyer may reasonably request. In addition, the Seller shall provide the Buyer reasonable access to the ALSS Platform Branch during the sixty (60) calendar day period immediately preceding the Closing Date for the purpose of installing teller terminals and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement andequipment, provided further, anything foregoing to the contrary notwithstanding, Buyer that (A) Seller shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of provide such access (to the extent not covered by the Intellectual Property Rights Agreement) Branch until after all consents, approvals and authorizations referred to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companiesin Sections 7.1(c) and used by the Selling Companies in connection 7.2(c) hereof have been obtained with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related respect to the Selling Companies; and Branch and (5B) Buyer shall give Seller at least twenty-four (24) hours advance notice that it wishes to have such access. The Buyer agrees to cause the provision installation of office space, computer such teller terminals and other equipment and supplies sufficient to enable be effected in a manner intended to minimize disruption to the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation operations of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its termBranch. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

Transitional Matters. (a) Each Conduct of Business Prior to the parties acknowledges and agrees that Closing. From the transition of date hereof until the Business from Closing, except as expressly permitted by this Agreement or otherwise consented to or approved by the Selling Companies to Buyer will require that certain transactions and relationships will need in writing (such consent or approval not to be entered intounreasonably withheld), restructured and reorganized provided that nothing in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which this agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) preclude Seller from operating the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies Branches in the ordinary course of their business: (i) The Seller shall not permit the Branches to incur any material liabilities or material obligations (whether directly or by way of guaranty, endorsement, surety contract or required otherwise) including without limitation any obligation for borrowed money or evidenced by any note, bond, debenture or similar instrument, except for deposit liabilities incurred in the Selling Companies ordinary course of business pursuant to the Seller’s customary rate schedules, and except for other liabilities and obligations incurred in the ordinary course of business; (ii) The Seller shall not sell, transfer, mortgage, encumber or otherwise dispose of any of the Assets except for the operation and use disposition of Assets in the ordinary course of business; (iii) Except as provided in Article 6, the Seller will not cause the transfer from the Branches to the Seller’s other operations of any deposits of the Excluded Assets or Excluded type included in the Liabilities; provided, however, that the Seller may transfer deposits to the Seller’s other offices upon request of the depositors and may transfer to its other offices other deposits which are not to be transferred to Buyer pursuant to this Agreement; (vi) The Seller will maintain the Real Property, the Furniture, Fixtures and Equipment substantially in accordance with its normal practices, and keep such property in its present condition, ordinary wear and tear excepted; (vii) The Seller shall operate the Branches and the businesses thereof in accordance with its normal practices, will use reasonable efforts to preserve for the benefit of the Buyer after the Closing its business, goodwill and relationships with customers, suppliers and Employees and will not increase or decrease interest rates paid on any deposit accounts in the Branches other than in the ordinary course of business; and (viii) The Seller shall provide the Buyer reasonable access during normal business hours to and the opportunity to review and inspect the Furniture, Fixtures and Equipment of the Branches, and the books, records, files, documentation and accounts of the Branches; shall furnish to the Buyer such reports and compilations pertaining thereto already in Seller’s possession as the Buyer shall reasonably request from time to time; and shall furnish to the Buyer all such other information already in Seller’s possession pertaining to the Assets and the Liabilities and the business of the Branches as the Buyer may reasonably request. In addition, the Seller shall provide the Buyer reasonable access to the ALSS Platform Branches during the thirty (30) calendar day period immediately preceding the Closing Date for the purpose of installing electronic equipment wiring, telephone lines and with Seller’s prior consent, other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement andequipment, provided further, anything foregoing to the contrary notwithstanding, Buyer that (A) Seller shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of provide such access (to the extent not covered by the Intellectual Property Rights Agreement) Branches until after all consents, approvals and authorizations referred to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companiesin Sections 7.1(c) and used by the Selling Companies in connection 7.2(c) hereof have been obtained with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related respect to the Selling Companies; and Branches (5and all material conditions to closing have been satisfied as of such date) and (B) Buyer shall give Seller at least twenty-four (24) hours advance notice that it wishes to have such access. The Buyer agrees to conduct such inspections and cause the provision installation of office spacesuch electronic equipment wiring, computer telephone lines and other equipment to be effected in a manner intended to minimize disruption to the operations of the Branches. Such activities that Buyer and supplies sufficient Seller agree are likely to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance withhave a disruptive effect on Branch operations shall be conducted during non-business hours, and implementation of the Subservicing Agreement, such activities that Buyer and Seller agree are not likely to have a disruptive effect on Branch operations may be conducted during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its termregular business hours. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

Transitional Matters. (a) Each Conduct of Business Prior to the parties acknowledges and agrees that Closing. From the transition of date hereof until the Business from Closing, except as expressly permitted by this Agreement or otherwise consented to or approved by the Selling Companies to Buyer will require that certain transactions and relationships will need in writing (such consent or approval not to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide,unreasonably withheld): (i) The Seller shall not permit the Branches to incur any material liabilities or material obligations (whether directly or by way of guaranty, endorsement, surety contract or otherwise) including without limitation any obligation for (A) the operation of the Business and use of the Purchased Assets borrowed money or evidenced by Buyerany note, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Businessbond, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies)debenture or similar instrument, in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies except for deposit liabilities incurred in the ordinary course of their business pursuant to the Sellers customary rate schedules, and except for other liabilities and obligations incurred in the ordinary course of business; (ii) The Seller shall not sell, transfer, mortgage, encumber or required by otherwise dispose of any of the Selling Companies Assets except for the operation and use disposition of Assets (other than the Branch Real Estate, Improvements or Leasehold Improvements) in the ordinary course of business; (iii) Except as provided in Article 6, the Seller will not cause the transfer from one or more of the Excluded Assets or Excluded Branches to the Seller's other operations (except to another Branch) of any deposits of the type included in the Liabilities; provided, however, that the Seller may transfer deposits to the Sellers other branches or offices upon request of the depositors and may transfer to its other branches or offices other deposits which are not to be transferred to Buyer pursuant to this Agreement; (iv) The Seller shall not make any capital commitments with respect to the Branch Real Estate, the Improvements and the Leasehold Improvements except aggregate capital commitments made in the ordinary course of business not exceeding $25,000 for each Branch; (v) The Seller shall not grant any increase in the rate of compensation or in the benefits payable or to become payable to any current officer or employee of the Branches, or to any current agent or consultant thereof, over the levels in effect as of the date hereof, other than any regularly scheduled increases, including bonuses, contemplated under contracts, policies or programs existing on the date hereof or under any benefit program generally applicable to the Seller's employees; provided that the Seller shall retain the right to hire additional branch employees at comparable rates of compensation as necessary for the operation of the Branches; (vi) The Seller will maintain the Branch Real Estate, Improvements, Leasehold Improvements and Furniture, Fixtures and Equipment substantially in accordance with its normal practices, and keep such property in its present condition, ordinary wear and tear excepted; (vii) The Seller shall operate the Branches and the businesses thereof in accordance with its normal practices and will use reasonable efforts to preserve for the benefit of the Buyer after the Closing its business, goodwill and relationships with customers and suppliers; and (viii) The Seller shall provide the Buyer reasonable access during normal business hours to and the opportunity to review and inspect the Branch Real Estate, Improvements, Leased Real Estate, Leasehold Improvements, Furniture, Fixtures and Equipment of the Branches, and the books, records, files, documentation and accounts of the Branches; shall furnish to the Buyer such reports and compilations pertaining thereto as the Buyer shall reasonably request from time to time; and shall furnish to the Buyer all such other information pertaining to the Assets and the Liabilities and the business of the Branches as the Buyer may reasonably request. In addition, the Seller shall provide the Buyer reasonable access to the ALSS Platform Branches during the thirty (30) calendar day period immediately preceding the Closing Date for the purpose of installing teller terminals and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement andequipment, provided further, anything foregoing to the contrary notwithstanding, Buyer that (A) Seller shall not be required to disclose or deliver trade secret or confidential information regarding provide such access to any Branch until after all consents, approvals and authorizations referred to in Sections 7.1(c) and 7.2(c) hereof have been obtained with respect to all Branches and (B) Buyer shall give Seller at least twenty-four (24) hours advance notice that it wishes to have such access. The Buyer agrees to cause the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings installation of such teller terminals and under the type of protective provisions other equipment to be effected in the Intellectual Property Rights Agreement. (3) the provision of rights of access (a manner intended to minimize disruption to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation operations of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its termBranches. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

Transitional Matters. (a) Each of the parties acknowledges and agrees that the transition of the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to Following the Closing Date, the parties Seller and its subsidiaries shall cooperate with each provide, or cause to be provided, to the Purchaser, as requested by the Purchaser, certain services which are currently provided by the Seller and its subsidiaries to the Company, all as to be more fully set forth in a transitional services agreement (the "Transitional Services Agreement") to be entered into by the Seller and the Purchaser as of the Closing Date. The Transitional Services Agreement will be in form and substance reasonably acceptable to the Purchaser and the Seller, and will provide, in general, for the Seller to provide to the Company the same services as it provides to the Company and its subsidiaries as of the Closing Date, at fully allocated cost, such services to be provided for up to 12 months following the Closing Date and such services as are set forth on Section 4.6(a)(i) of the Disclosure Schedule; provided, that after the Closing Date the Seller may upon four months notice terminate any service (i) if the Seller is taking action to terminate such service for its subsidiaries in general (and not the Company specifically) following the Closing Date or (ii) set forth on Section 4.6(a)(ii) of the Disclosure Schedule. (b) Notwithstanding anything herein to the contrary, the Purchaser is not acquiring, directly or indirectly, any rights to the Seller's name or any other corporate name of the Seller or its subsidiaries or any derivation thereof (other than the Company and its subsidiaries) (collectively, the "Retained Names"), provided that the Purchaser may use existing stationery, purchase order forms or other similar paper goods or supplies which contain the Retained Names for up to identify all 90 days after the Closing Date, but shall thereafter cease any use of the Retained Names; provided the Purchaser uses commercially reasonable efforts to cease using such transactions items as promptly as practicable following the Closing Date. (c) Promptly following the date hereof, the Purchaser and relationships and the Seller shall negotiate in good faith to the Transitional Services Agreement. (d) The parties acknowledge that they have as of the date hereof, executed an agreement attached hereto as Schedule 4.6 (the "Specified Agreement"). Following the date hereof, the Purchaser and the Seller shall enter into a those amendments, if any, to the Specified Agreement as shall be mutually acceptable Transitional agreeable in good faith. Subject to the last sentence of Section 4.3(a) hereof, the Specified Agreement shall be effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

Transitional Matters. The parties acknowledge that a transition period from the Closing Date until the date 12 months immediately following the Closing Date (athe "Transition Period") Each is required in order to relocate the Accepting Employees to Purchaser's facilities and to transition the management, accounting and information systems of the parties acknowledges LCC Businesses to Purchaser. LCC hereby grants to Purchaser the right to sublease space at the McLe▇▇ ▇▇▇ility, as provided in the sublease attached as Exhibit F (the "McLe▇▇ ▇▇▇ility Sublease"), subject to and agrees that in accordance with all the transition terms, covenants and conditions of the Business from lease applicable to the Selling Companies McLe▇▇ ▇▇▇ility. In connection with the McLe▇▇ ▇▇▇ility Sublease, Purchaser will have the right to Buyer will require that certain transactions (A) occupy and relationships will need to be entered intouse the space, restructured telephones, facsimile machines and reorganized computers at the McLe▇▇ ▇▇▇ility currently occupied or used by the Accepting Employees for their intended and usual purpose in connection with the transition operation of the Business LCC Businesses and (B) store the tangible personal property included in the Purchased Assets at the current location of such Purchased Assets in the McLe▇▇ ▇▇▇ility. LCC hereby also grants to Purchaser access to, and use of, LCC's computer network and programs for accounting applications from the Selling Companies to BuyerClosing Date until the earlier of (i) Purchaser's installation of an autonomous computer network for accounting purposes and (ii) the last day of the Transition Period. The parties agree that prior to On the Closing Date, Date the parties shall cooperate with each other enter in to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, transition services agreement which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the equitable sharing of expenses associated with the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case McLe▇▇ ▇▇▇ility during the period commencing on Transition Period and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions parties to provide such other transition services to each other as they shall in good faith agree. LCC AS and matters outlined Purchaser shall enter into a sublease in Section 5.12 the form attached hereto as Exhibit G (the "Oslo Facility Sublease"). LCC shall cause LCC's Affiliate located in Singapore to provide to Kurt ▇▇▇▇ ▇▇▇ficient office space and support services in such Affiliate's existing offices (but only as long as LCC's Affiliate is entitled to occupy such space under its existing lease term, it being understood that Mr. ▇▇▇▇ ▇▇ entitled to vacate the premises of Sellers' Disclosure Schedule. LCC's Affiliate at any time without prior notice) for Mr. ▇▇▇▇ ▇▇ continue marketing and technical support to the LCC Businesses in the Asia region at the level such marketing and technical support is currently being provided. Purchaser shall reimburse LCC or such Affiliate within thirty (c30) For days of invoicing for the purpose cost of facilitating such space and support services on a prorata basis based upon the transition proportion of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), total space which Ball's office comprises and 100% of all out-of-pocket charges such as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledgerlong distance telephone charges. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

Transitional Matters. On the Effective Date this Agreement shall have amended, restated and completely replaced the Existing Loan Agreement and the Notes shall have amended, restated and completely replaced the Existing Notes (as more fully described in Sections 2.01, 2.02 and 2.03 hereof); but no such action shall be deemed a repayment, satisfaction, cancellation or novation of the Existing Obligations, which shall continue and constitute Obligations of the Borrowers under and subject to the terms and provisions of this Agreement and the other Loan Instruments. The Loan Instruments are intended, and shall be deemed and construed, to be a continuation (without interruption or recommencement) of the various terms and provisions of the Existing Loan Instruments and the obligations arising or accruing thereunder prior to the Effective Date, subject to any modifications made by the Loan Instruments. For example (and without limitation); (a) Each all principal, interest, fees, reimbursements and other amounts heretofore owed or accruing under the Existing Loan Instruments will continue to be owed, to accrue and to be payable under the Loan Instruments, subject to any modifications made by the Loan Instruments; (b) the Borrowers shall deliver all financial statements and reports required under the Existing Loan Instruments respecting periods ending on or before the Effective Date, and not yet delivered, which shall be deemed to be statements and reports delivered pursuant to this Agreement; (c) any term or provision of any Loan Instrument relating to the 2002 calendar year or the fiscal years ending June 30, 2002 or June 30, 2003, shall include all of the parties acknowledges year or fiscal year (even though portions may predate the Effective Date); and agrees that (d) any misrepresentation or default by the transition of Borrowers under the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective Existing Loan Instruments continuing as of the Closing Date, which agreement Effective Date shall provide for all such transactions continue and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date constitute a corresponding continuing misrepresentation or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited default by the Intellectual Property Rights Agreement and Borrowers under the Services Agreement) Loan Instruments, with any time periods for notice, grace or the like under the Loan Instruments having commenced to run at their inception under the Parent and its Affiliates Existing Loan Instruments, subject to Intellectual Property currently owned (or licensed) any modifications made by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights AgreementLoan Instruments. (3) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

Transitional Matters. (a) Each Conduct of Business Prior to the parties acknowledges and agrees that Closing. From the transition of date hereof until the Business from Closing, except as expressly permitted by this Agreement or otherwise consented to or approved by the Selling Companies to Buyer will require that certain transactions and relationships will need in writing (such consent or approval not to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide,unreasonably withheld): (i) The Seller shall not incur any material liabilities or material obligations (whether directly or by way of guaranty, endorsement, surety contract or otherwise) domiciled at any Facility or for (A) the operation of the Business and use of the Purchased Assets which any Facility may be bound, including, without limitation, any obligation for borrowed money or evidenced by Buyerany note, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Businessbond, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies)debenture or similar instrument, in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies except for deposit liabilities incurred in the ordinary course of their business pursuant to the Seller's customary rate schedules, and except for other liabilities and obligations incurred in the ordinary course of business; (ii) The Seller shall not sell, transfer, mortgage, encumber or required by otherwise dispose of any of the Selling Companies Assets except for the operation and use disposition of Assets (other than the Real Estate, Improvements or Leasehold Improvements) in the ordinary course of business; (iii) Except as provided in Article 6, the Seller will not cause the transfer from one or more of the Excluded Assets or Excluded Branches to the Seller's other operations (except to another Branch) of any deposits of the type included in the Liabilities; provided, however, that the Seller may transfer deposits to the Seller's other branches or offices upon request of the depositors and may transfer to its other branches or offices other deposits which are not to be transferred to Buyer pursuant to this Agreement; (iv) The Seller shall not make any capital commitments with respect to the Real Estate, the Improvements and the Leasehold Improvements, except (A) aggregate capital commitments made in the ordinary course of business not exceeding $25,000 for each -15- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT Facility, and (B) emergency repairs required to restore any Facility to a safe operating condition; (v) The Seller shall not grant any increase in the rate of compensation or in the benefits payable or to become payable to any current officer or employee of the Facilities, or to any current agent or consultant thereof, over the levels in effect as of the date hereof, other than any regularly scheduled increases, including bonuses, contemplated under contracts, policies or programs existing on the date hereof or under any benefit program generally applicable to the Seller's employees; provided that the Seller shall retain the right to hire additional Branch and Office employees at comparable rates of compensation as necessary for the operation of the Facilities; (vi) The Seller will maintain the Real Estate, Leased Real Estate, Improvements, Leasehold Improvements and Furniture, Fixtures and Equipment substantially in accordance with its normal practices, and keep such property in its present condition, ordinary wear and tear excepted; (vii) The Seller shall operate the Facilities and the businesses thereof in accordance with Seller's normal practices and will use reasonable efforts to preserve for the benefit of the Buyer after the Closing the Facilities' business, goodwill and relationships (including deposit relationships at the Facilities) with customers and suppliers; without limiting the generality of the foregoing, Seller will not, and, following the closing of the BankAmerica/NationsBank Business Combination, Seller will not permit the New Mexico operations of NationsBank, N.A., to: (A) Solicit deposits, deposit-related products or loans from persons who are depositors at the Facilities, except in connection with general solicitations or general advertising not targeted specifically at the depositors at the Facilities and except non-targeted solicitations or advertising in the ordinary course of providing service to individual depositors at the Facilities who are also at the time of such solicitation or advertisement depositors of other branches of Seller or, following the closing of the BankAmerica/NationsBank Business Combination, of the New Mexico operations of NationsBank, N.A.; (B) Solicit persons who are depositors at the Facilities to change deposit -16- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT accounts at the Facilities to non-deposit-related investments, except in connection with general solicitations of individual depositors at the Facilities in the ordinary course of providing service to such depositors undertaken without management direction given from and after the date of this Agreement; (C) Introduce at any of the Facilities any new deposit product or change any feature of any deposit product except a new product or feature introduced throughout Seller's offices region-wide in the ordinary course of business; and (viii) The Seller shall provide the Buyer reasonable access during normal business hours to, and the opportunity to review and inspect, the Real Estate, Improvements, Leased Real Estate, Leasehold Improvements, Furniture, Fixtures and Equipment, and the Records; shall furnish to the Buyer such reports and compilations pertaining thereto as the Buyer shall reasonably request from time to time (provided that the Seller shall have no obligation to assemble any new reports or compilations not already prepared in the ordinary course of the Seller's business); and shall furnish to the Buyer all such other information pertaining to the Assets and the Liabilities and the business of the Facilities as the Buyer may reasonably request. In no event, however, shall the Seller be obligated to incur any fees or expenses (including accounting or other professional fees) other than the indirect costs associated with the employment of the Seller's existing employees in connection with the furnishing of any such information or reports. In addition, the Seller shall provide the Buyer reasonable access to the ALSS Platform Facilities during the thirty (30) calendar day period immediately preceding the Closing Date for the purpose of installing teller terminals and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement andequipment, provided further, anything foregoing to the contrary notwithstanding, Buyer that (A) Seller shall not be required to disclose or deliver trade secret or confidential information regarding provide such access to any Facility until after all consents, approvals and authorizations referred to in Sections 7.1(c) and 7.2(c) hereof have been obtained with respect to all Facilities and (B) Buyer shall give Seller at least twenty-four (24) hours advance notice that it wishes to have such access. The Buyer agrees to cause the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings installation of such teller terminals and under the type of protective provisions other equipment to be effected in the Intellectual Property Rights Agreement. (3) the provision of rights of access (a manner intended to minimize disruption to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation operations of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its termFacilities. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

Transitional Matters. 10.1 During the Interim Period, and subject to applicable law, neither the Company nor the Securityholders (a) Each provided that no Securityholder shall be liable for the acts or omissions of the parties acknowledges Company or another Securityholder under this Section 10) shall take any action or omit to take any action that would reasonably be expected to frustrate, impede or prevent the Acquisition Closing. Without limiting the foregoing, during the Interim Period, the Company shall not, other than as required pursuant to this Agreement or as approved by Purchaser in writing (whose approval shall not be unreasonably withheld, conditioned or delayed): 10.1.1 change the Company’s accounting methods or practices (including any change in depreciation or amortization policies or rates), other than as required by applicable Law or GAAP; 10.1.2 issue any Company Security to a Person without complying with Section 16 (Joinder) other than Option Shares; 10.1.3 adopt any material Tax election or change in any Tax election or any Tax accounting method, enter into any Contract with respect to Taxes, assert any Tax claim or assessment (other than for Taxes that arise and agrees that become due and payable in the transition Ordinary Course of Business of the Business from Company), settle or compromise any Tax claim or assessment, extend or waive the Selling Companies limitation period applicable to Buyer will require that certain transactions and relationships will need to any Tax claim or assessment, or file any amended Tax Return, all except as may be entered into, restructured and reorganized in connection with the transition strictly required by Law; 10.1.4 waive or release any right or claim of the Business from Company, including any write-off or other compromise of any accounts receivable, or change the Selling Companies to Buyer. The parties agree that prior Company’s practices with respect to the Closing Date, the parties shall cooperate collection of accounts receivable or extend or provide any other incentive with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies)respect thereto, in each case during outside the period commencing on and after the Closing Date and ending no later than the one year anniversary Ordinary Course of Business of the Closing Date Company, all except as may be strictly required by Law; 10.2 Except (i) as required or such longer period expressly permitted by this Agreement, (ii) with the prior written consent of Purchaser, or (iii) as required by applicable Law, from the parties may agree, including the following: (1) the transitioning date of Purchaser’s delivery of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) Exercise Notice until the provision earlier to occur of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent Acquisition Closing or the Selling Companies in the ordinary course termination of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights this Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions Company shall operate only in the Intellectual Property Rights Agreement. (3) the provision Ordinary Course of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance withBusiness, and implementation in such respect use commercially reasonable efforts to preserve intact its businesses and assets, by: (A) complying in all material respects with all applicable Laws; (B) taking all actions reasonably necessary to be in compliance in all material respects with all Material Contracts; (C) notifying Purchaser in writing upon becoming aware of the Subservicing Agreementcommencement of any action, during suit, claim or proceeding of any nature by or against the Company; (D) paying all accounts payable and pursuing collection of its termaccounts receivable, including in each case, in the provision Ordinary Course of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition Business of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.

Transitional Matters. (a) Each of the parties acknowledges DCC and agrees that the Purchaser shall use commercially reasonable efforts to negotiate and enter into a transition of the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that services agreement prior to the Closing Date, Time (the parties shall cooperate with each other “Transition Services Agreement”) to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide,address: (i) for the process of the transition from DCC to Purchaser in relation to any of the Assets; (ii) matters relating to the transition of Employees (other than Annex Employees and Retained Employees); and (iii) matters relating to: (A) the operation retention of the Business Retained Obligations and use of the Purchased Excluded Assets by Buyer, Vendors; and (B) the operation and use Assets prior to the Effective Date for which Vendors are responsible, to ensure an orderly transition of ownership of the Assets from DCC to Purchaser and the retention of the Retained Obligations and Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its termVendors. (b) In addition Such transition services shall be reciprocal to DCC and Purchaser and be undertaken on a function-by-function basis. Transition services shall be terminated on the matters to be identified pursuant to paragraph earlier of: (ai) three (3) months following the Closing Time; or (ii) by mutual written agreement of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure ScheduleParties. (c) In addition to DCC’s obligations pursuant to Sections 10.3(a), and 12.19, whether or not the Parties enter into the Transition Services Agreement: (i) unless otherwise directed by Purchaser, DCC shall ensure the payment of: (A) all rentals for freehold surface leases and Crown surface leases in respect of the Lands which are due and payable on or before September 1, 2019; (B) all rentals and shut-in royalty payments for freehold mineral leases and Crown mineral leases in respect of the Lands which are due and payable on or before September 1, 2019; and (C) lessor royalties relating to production months between the Effective Date and Closing Time for which production revenue has been received by DCC; (ii) DCC shall ensure the ongoing production accounting occurs for the production month in which Closing occurs and the month following Closing. Purchaser shall be solely responsible for production accounting after such date; (iii) to the extent that DCC has not delivered the Books and Records or the Title and Operating Documents to Purchaser pursuant to Section 2.4, DCC shall provide Purchaser and its Representatives, at DCC’s offices in Calgary, access to and the right to copy, electronically or otherwise, during reasonable business hours and upon reasonable prior notice, the information in the possession of DCC with respect to all costs incurred, received or paid by DCC in respect of the Assets to the extent in the possession of DCC, including monthly statements or reports for such costs for such period and all backup data, invoices or other reports or summaries of information reasonably required to confirm such costs are those that might support a claim under the Royalty Regulation provisions. For the purpose purposes of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"this Section 10.3(c)(iii), as well as accounts for such GL Company “Royalty Regulation” means the Oil Sands Royalty Regulation, 2009 ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts"Alberta) and are intended specifically any provisions therein governing applications and approvals for both new oil sands royalty projects and amendments to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.any currently approved oils sands royalty project;

Transitional Matters. (a) Each On the Closing Date, Seller shall provide Purchaser all Delivery Records associated with the Deposits in its possession at each Branch. Immediately following the Closing Date, Seller shall provide to Purchaser, at Purchaser’s sole expense and at a location designated by Purchaser, all Loan Documents. Upon Closing, Seller shall provide Purchaser all the data which is reasonably necessary for the conversion of the Assumed Deposits to Purchaser’s data processing system; provided, however, that Seller and Purchaser each shall pay for their own expenses incurred in the conversion. Seller shall complete an assignment and allonge for each Purchased Loan or a global instrument of assignment in form and substance reasonably acceptable to Purchaser and deliver the assignments and allonges or global instrument at Closing. Thereafter, Seller will honor in a timely manner any further reasonable requests by Purchaser relative to additional endorsements, assignments or similar matters with respect to the Loan Documents for Purchased Loans; provided, however, with respect to specific Loan Documents, Seller may require additional time to effectively transfer title thereto and Purchaser shall not hold Seller liable for any reasonable delays in the delivery of such Loan Documents. (b) Seller and Purchaser shall cooperate with each other and shall use their commercially reasonable efforts to cause the timely transfer of information concerning the Assumed Deposits and the Purchased Loans which is maintained on Seller’s data processing systems. Within ten (10) calendar days after the date of this Agreement, Seller and Purchaser shall each designate appropriate and qualified personnel to be responsible for this cooperation of the parties acknowledges in such transfer of information, and agrees that such personnel shall meet to discuss products, data mapping and the transition delivery of Delivery Records to Purchaser. Within forty-five (45) calendar days after the date of this Agreement, Seller and Purchaser shall execute a written, mutually acceptable Transition Services Agreement with respect to post-closing trailing transaction settlement procedures and specifications. If the parties agree to the electronic delivery of such materials, Purchaser may require up to two sets of electronic data files, corresponding layouts, and applicable balancing reports, with respect to the Assumed Deposits and Purchased Loans. One set, whether electronic or not, shall be the live conversion set and be created after processing on the night of the Closing Date and be delivered to Purchaser no later than noon Eastern Time on the day following the Closing Date. Any other set must only be provided by Seller to Purchaser following at least ten (10) Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in Days prior notice. (c) In connection with its processing on the transition night of the Closing, Seller will produce and mail to the customers of the Branches statements dated the Business from Day immediately following the Selling Companies Closing Date on any Assumed Deposit or Purchased Loan account normally receiving a statement. (d) Anything herein to Buyer. The parties agree that the contrary notwithstanding, neither Purchaser nor Seller shall object to the use by depositors of the Assumed Deposits of checks and similar instruments issued to or ordered by such depositors on or prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties instruments may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their businessbear Seller’s name, or required by the Selling Companies any logo, trademark, service ▇▇▇▇, trade name or other proprietary ▇▇▇▇ of Seller, for the operation and use a period of the Excluded Assets or Excluded Liabilities; provided, that access up to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. sixty (360) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and calendar days after the Closing Date. From Seller and after the creation of the Buyer GL AccountsPurchaser will, until prior to Closing, the Selling Companies shall maintain such accounts (as duplicate entries agree on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accountsa mutually acceptable method to notify customers who use, and shall maintain on behalf of to transfer funds and authorization relating to, direct deposit and direct debit arrangements related to the Selling Companies, the Seller GL Accounts on its general ledgerAssumed Deposits. (de) The party receiving service under the Transitional Agreement shall pay Purchaser, at its option, may maintain existing account numbers issued to the party providing service the costs incurred by depositors of all Assumed Deposits and Purchaser agrees to furnish such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own accountdepositors with checks, withdrawal order forms and ATM access/debit cards.

Transitional Matters. (a) Each On the Closing Date, Seller shall provide Purchaser all Delivery Records associated with the Deposits in its possession at each Branch; provided, that Seller’s obligation to provide Delivery Records shall be deemed to be satisfied if Seller grants Purchase access to electronic files via a remote connection. Immediately following the Closing Date, Seller shall provide to Purchaser, at Purchaser’s sole expense and at a location designated by Purchaser, all Loan Documents. Upon Closing, Seller shall provide Purchaser all the data which is reasonably necessary for the conversion of the Assumed Deposits to Purchaser’s data processing system; provided, however, that Seller and Purchaser each shall pay for their own expenses incurred in the conversion. Thereafter, Seller will honor in a timely manner any further reasonable requests by Purchaser relative to additional endorsements, assignments or similar matters with respect to the Loan Documents for Purchased Loans; provided, however, that, with respect to specific Loan Documents, Seller may require additional time to effectively transfer title thereto and Purchaser shall not hold Seller liable for any reasonable delays in the delivery of such Loan Documents. (b) Seller and Purchaser shall cooperate with each other and shall use their commercially reasonable efforts to cause the timely transfer of information concerning the Assumed Deposits and the Purchased Loans which is maintained on Seller’s data processing systems. Within ten (10) calendar days after the date of this Agreement, Seller and Purchaser shall each designate appropriate and qualified personnel to be responsible for this cooperation of the parties acknowledges in such transfer of information, and agrees that such personnel shall meet to discuss products, data mapping and the transition delivery of Delivery Records to Purchaser. Within forty-five (45) calendar days after the date of this Agreement, Seller and Purchaser shall execute a written, mutually acceptable Transition Services Agreement with respect to post-closing trailing transactions and transaction settlement procedures and specifications. If the parties agree to the electronic delivery of such materials, Purchaser may require up to two sets of electronic data files, corresponding layouts, and applicable balancing reports, with respect to the Assumed Deposits and Purchased Loans. One set, whether electronic or not, shall be the live conversion set and be created after processing on the night of the Closing Date and be delivered to Purchaser no later than 12:00 noon Eastern Time on the calendar day following the Closing Date. Any other set must only be provided by Seller to Purchaser following at least ten (10) Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in Days prior notice. (c) In connection with its processing on the transition night of the Closing, Seller will produce and mail to the customers of the Branches statements dated the Business from Day immediately following the Selling Companies Closing Date on any Assumed Deposit or Purchased Loan account normally receiving a statement. (d) Anything herein to Buyer. The parties agree that the contrary notwithstanding, neither Purchaser nor Seller shall object to the use by depositors of the Assumed Deposits of checks and similar instruments issued to or ordered by such depositors on or prior to the Closing Date, the parties shall cooperate with each other to identify all such transactions and relationships and negotiate in good faith to enter into a mutually acceptable Transitional Agreement effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties instruments may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their businessbear Seller’s name, or required by the Selling Companies any logo, trademark, service mark, ▇▇ade name or other proprietary mark ▇▇ Seller, for the operation and use a period of the Excluded Assets or Excluded Liabilities; provided, that access up to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. sixty (360) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and calendar days after the Closing Date. From Seller and after the creation of the Buyer GL AccountsPurchaser will, until prior to Closing, the Selling Companies shall maintain such accounts (as duplicate entries agree on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accountsa mutually acceptable method to notify customers who use, and shall maintain on behalf of to transfer funds and authorization relating to, direct deposit and direct debit arrangements related to the Selling Companies, the Seller GL Accounts on its general ledgerAssumed Deposits. (de) The party receiving service under the Transitional Agreement shall pay Purchaser, at its option, may maintain existing account numbers issued to the party providing service the costs incurred by depositors of all Assumed Deposits and Purchaser agrees to furnish such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own accountdepositors with checks, withdrawal order forms and ATM access/debit cards.

Transitional Matters. (a) Each of the parties acknowledges and agrees that the transition of the Business from the Selling Companies to Buyer will require that certain transactions and relationships will need to be entered into, restructured and reorganized in connection with the transition of the Business from the Selling Companies to Buyer. The parties agree that prior to Following the Closing Date, the parties Seller and its subsidiaries shall cooperate with each provide, or cause to be provided, to the Purchaser, as requested by the Purchaser, certain services which are currently provided by the Seller and its subsidiaries to the Company, all as to be more fully set forth in a transitional services agreement (the "Transitional Services Agreement") to be entered into by the Seller and the Purchaser as of the Closing Date. The Transitional Services Agreement will be in form and substance reasonably acceptable to the Purchaser and the Seller, and will provide, in general, for the Seller to provide to the Company the same services as it provides to the Company and its subsidiaries as of the Closing Date, at fully allocated cost, such services to be provided for up to 12 months following the Closing Date and such services as are set forth on Section 4.6(a)(i) of the Disclosure Schedule; provided, that -------- after the Closing Date the Seller may upon four months notice terminate any service (i) if the Seller is taking action to terminate such service for its subsidiaries in general (and not the Company specifically) following the Closing Date or (ii) set forth on Section 4.6(a)(ii) of the Disclosure Schedule. (b) Notwithstanding anything herein to the contrary, the Purchaser is not acquiring, directly or indirectly, any rights to the Seller's name or any other corporate name of the Seller or its subsidiaries or any derivation thereof (other than the Company and its subsidiaries) (collectively, the "Retained Names"), provided that the Purchaser may use existing stationery, purchase order forms or other similar paper goods or supplies which contain the Retained Names for up to identify all 90 days after the Closing Date, but shall thereafter cease any use of the Retained Names; provided the Purchaser uses commercially reasonable efforts to cease using such transactions items as promptly as practicable following the Closing Date. (c) Promptly following the date hereof, the Purchaser and relationships and the Seller shall negotiate in good faith to the Transitional Services Agreement. (d) The parties acknowledge that they have as of the date hereof, executed an agreement attached hereto as Schedule 4.6 (the "Specified Agreement"). Following the date hereof, the Purchaser and the Seller shall enter into a those amendments, if any, to the Specified Agreement as shall be mutually acceptable Transitional agreeable in good faith. Subject to the last sentence of Section 4.3(a) hereof, the Specified Agreement shall be effective as of the Closing Date, which agreement shall provide for all such transactions and relationships as are reasonably necessary to provide, (i) for (A) the operation of the Business and use of the Purchased Assets by Buyer, (B) the operation and use of the Excluded Assets by Sellers and the Selling Subsidiaries and (C) the separation of the Business, the Purchased Assets and the Assumed Liabilities from Parent and its Affiliates (including the Selling Companies), in each case during the period commencing on and after the Closing Date and ending no later than the one year anniversary of the Closing Date or such longer period as the parties may agree, including the following: (1) the transitioning of the financial systems, assets and hedging valuation systems, asset management systems, payroll and employee benefits systems and any other applicable business operating systems; (2) the provision of rights of access (provided that access to the ALSS Platform shall be governed and limited by the Intellectual Property Rights Agreement and the Services Agreement) to the Parent and its Affiliates to Intellectual Property currently owned (or licensed) by the Selling Companies (and included in the Purchased Assets) and used by Parent or the Selling Companies in the ordinary course of their business, or required by the Selling Companies for the operation and use of the Excluded Assets or Excluded Liabilities; provided, that access to the ALSS Platform and other Software shall be governed solely by the Intellectual Property Rights Agreement and the Services Agreement and, provided further, anything foregoing to the contrary notwithstanding, Buyer shall not be required to disclose or deliver trade secret or confidential information regarding the ALSS Platform, Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement, the Services Agreement or required by law or legal proceedings and under the type of protective provisions in the Intellectual Property Rights Agreement. (3) the provision of rights of access (to the extent not covered by the Intellectual Property Rights Agreement) to Buyer to Intellectual Property currently owned (or licensed) by Parent (or the Selling Companies) and used by the Selling Companies in connection with the Purchased Assets or Assumed Liabilities; (4) moving corporate records related to the Selling Companies; and (5) the provision of office space, computer equipment and supplies sufficient to enable the Selling Companies to complete any transition services; and (ii) for such services and facilities as Sellers and Selling Subsidiaries may require to monitor compliance with, and implementation of the Subservicing Agreement, during its term, including the provision of office space, computer equipment and supplies sufficient to enable Sellers to monitor compliance with the Retained Portfolio Subservicing Agreement throughout its term. (b) In addition to the matters to be identified pursuant to paragraph (a) of this Section 5.12, the Transition Agreement shall specifically provide for the transactions and matters outlined in Section 5.12 of Sellers' Disclosure Schedule. (c) For the purpose of facilitating the transition of the financial system, on or prior to the 15th day prior to the Closing Date, the Selling Companies shall create on their general ledger, a separate general ledger company ("GL Company"), as well as accounts for such GL Company ("Buyer GL Accounts"), which accounts shall be duplicative of the Selling Companies' own accounts ("Seller GL Accounts") and are intended to be used by the Buyer in the operation of the Business, the Purchased Assets and the Assumed Liabilities from and after the Closing Date. From and after the creation of the Buyer GL Accounts, until Closing, the Selling Companies shall maintain such accounts (as duplicate entries on the books of the Selling Companies in the name of the GL Company). From and after Closing until the completion of the transition of the financial system of the Selling Companies, the Buyer shall operate the Business by recording entries using the Buyer GL Accounts, and shall maintain on behalf of the Selling Companies, the Seller GL Accounts on its general ledger. (d) The party receiving service under the Transitional Agreement shall pay to the party providing service the costs incurred by such providing party. Services provided under the Transitional Agreement shall be performed at the same standard as the providing party performs such service for its own account.