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ARTICLE I

DEFINITIONS

1

1.1

Certain Definitions

1

1.2

Terms Defined Elsewhere in this Agreement

9

1.3

Other Definitional and Interpretive Matters

13

ARTICLE II

PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

14

2.1

Purchase and Sale of Assets

14

2.2

Excluded Assets

15

2.3

Assumption of Liabilities

17

2.4

Excluded Liabilities

17

2.5

Further Conveyances and Assumptions; Consent of Third Parties

18

2.6

Bulk Sales Laws

19

2.7

Purchase Price Allocation

19

2.8

Right to Control Payment

20

2.9

Proration of Certain Expenses

20

2.10

Receivables

20

2.11

Assumption of Deposit Liabilities

20

ARTICLE III

CONSIDERATION

22

3.1

Purchase Price

22

3.2

Estimated Purchase Price

22

3.3

Closing Payment

22

3.4

Final Purchase Price

22

3.5

Holdback Amount

23

ARTICLE IV

CLOSING AND TERMINATION

23

4.1

Closing Date

23

4.2

Termination of Agreement

24

4.3

Effect of Termination

24

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

25

5.1

Organization and Good Standing

25

5.2

Authorization of Agreement

25

5.3

Conflicts; Consents of Third Parties

26

5.4

Financial Statements.

26

5.5

No Undisclosed Liabilities

27

5.6

Title to Purchased Assets; Sufficiency

27

5.7

Absence of Certain Developments

28

5.8

Taxes

29

5.9

Real Property

29

5.10

Tangible Personal Property

30

5.11

Intellectual Property

30

5.12

Material Contracts

32

5.13

Employee Benefits

34

5.14

Labor

34

5.15

Litigation

35

5.16

Compliance with Laws; Permits

35

5.17

Environmental Matters

36

5.18

Insurance

37

5.19

Receivables

37

5.20

Loan Originations

37

5.21

Beacon Loans and Leases

38

5.22

Related Party Transactions

38

5.23

Financial Advisors

39

5.24

Deposits

39

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

40

6.1

Organization and Good Standing

40

6.2

Authorization of Agreement

40

6.3

Conflicts; Consents of Third Parties

40

6.4

Litigation

41

6.5

Financial Advisors

41

6.6

Financing

41

ARTICLE VII

COVENANTS

41

7.1

Access to Information

41

7.2

Conduct of Operations Pending the Closing

42

7.3

Consents

43

7.4

Regulatory Approvals

44

7.5

Further Assurances

45

7.6

No Shop

46

7.7

Non-Competition; Non-Solicitation; Confidentiality

47

7.8

Preservation of Records

48

7.9

Publicity

49

7.10

Notice to Borrowers and Lessees