Common use of Records Agent Services Clause in Contracts

Records Agent Services. In connection with the Offering, the Company agrees that FIG will also serve as Records Agent for the Company. As Records Agent, and as the Bank may reasonably request, FIG will provide the following services: · Consolidation of deposit accounts into a central file and calculation of eligible votes; · Design and prepare Proxy Forms for the Member Vote and Stock Order Forms for the Subscription Offering and Direct Community Offering and, if necessary, the Syndicated Community Offering; · Organize and supervise the Bank’s Stock Information Center; · Provide proxy and ballot tabulation services for the Bank’s Special Meeting of Members, including acting as or supporting the Inspector of Election; and · Provide necessary subscription services to distribute, collect and tabulate stock orders in the Subscription Offering and Direct Community Offering. The Company acknowledges and agrees that, as Records Agent hereunder, FIG (a) shall have no duties or obligations other than those specifically set forth herein; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and shall not be required to and shall make no representations as to the validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Company by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this Agreement and the performance hereof unless caused by or arising out of its own willful misconduct, bad faith or gross negligence; (d) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

Records Agent Services. In connection with the Offering, the Company agrees that FIG Sterne Agee will also serve as Records Agent for the Company. As Records Agent, and as the Bank may reasonably request, FIG Sterne Agee will provide the following services: · • Consolidation of deposit accounts into a central file and calculation of eligible votes; · • Design and prepare Proxy Forms for the Member Vote and Stock Order Forms for the Subscription Offering and Direct Community Offering and, if necessary, the Syndicated Community Offering; · • Organize and supervise the BankMHC’s Stock Information Center; · • Provide proxy and ballot tabulation services for the Bank’s Special Meeting of Members, including acting as or supporting the Inspector of Election; and · • Provide necessary subscription services to distribute, collect and tabulate stock orders in the Subscription Offering and Direct Community Offering. The Company acknowledges and agrees that, as Records Agent hereunder, FIG Sterne Agee (a) shall have no duties or obligations other than those specifically set forth herein; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and shall not be required to and shall make no representations as to the validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Company by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this Agreement and the performance hereof unless caused by or arising out of its own willful misconduct, bad faith or gross negligence; (d) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

Records Agent Services. In connection with the Offering, the Company agrees that FIG will Sterne Agee also serve as Records Agent for the Company. As Records Agent, and as the Bank may reasonably request, FIG Sterne Agee will provide the following services: · • Consolidation of deposit accounts into a central file and calculation of eligible votes; · • Design and prepare Proxy Forms for the Member Vote and Stock Order Forms for the Subscription Offering and Direct Community Offering and, if necessary, the Syndicated Community Offering; · • Organize and supervise the Bank’s Stock Information Center; · • Provide proxy and ballot tabulation services for the Bank’s Special Meeting of Members, including acting as or supporting the Inspector of ElectionElection ; and · • Provide necessary subscription services to distribute, collect and tabulate stock orders in the Subscription Offering and Direct Community Offering. The Company acknowledges and agrees that, as Records Agent hereunder, FIG Sterne Agee (a) shall have no duties or obligations other than those specifically set forth herein; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and shall not be required to and shall make no representations as to the validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Company by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this Agreement agreement and the performance hereof unless caused by or arising out of its own willful misconduct, bad faith or gross negligence; (d) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

Records Agent Services. In connection with the Offering, the Company agrees that FIG Janney will also serve as Records Agent for the Company. As Records Agent, and as the Bank may reasonably request, FIG Janney will provide the following services: · Consolidation of deposit accounts into a central file and calculation of eligible votes; · Design and prepare Proxy Forms for the Member Vote and Stock Order Forms for the Subscription Offering and Direct Community Offering and, if necessary, the Syndicated Community Offering; · Organize and supervise the Bank’s Stock Information Center; · Provide proxy and ballot tabulation services for the Bank’s Special Meeting of Members, including acting as or supporting the Inspector of Election; and · Provide necessary subscription services to distribute, collect and tabulate stock orders in the Subscription Offering and Direct Community Offering. The Company acknowledges and agrees that, as Records Agent hereunder, FIG Janney (a) shall have no duties or obligations other than those specifically set forth herein; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and shall not be required to and shall make no representations as to the validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Company by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this Agreement and the performance hereof unless primarily caused by or arising out of its own willful misconduct, misconduct or bad faith or gross negligencefaith; (d) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

Records Agent Services. In connection with the Offering, the Company agrees that FIG will Sterne Agee also serve as Records Agent for the Company. As Records Agent, and as the Bank may reasonably request, FIG Sterne Agee will provide the following services: · ● Consolidation of deposit accounts into a central file and calculation of eligible votes; · ● Design and prepare Proxy Forms for the Member Vote and Stock Order Forms for the Subscription Offering and Direct Community Offering and, if necessary, the Syndicated Community Offering; · ● Organize and supervise the Bank’s Stock Information Center; · ● Provide proxy and ballot tabulation services for the Bank’s Special Meeting of Members, including acting as or supporting the Inspector of ElectionElection ; and · ● Provide necessary subscription services to distribute, collect and tabulate stock orders in the Subscription Offering and Direct Community Offering. The Company acknowledges and agrees that, as Records Agent hereunder, FIG Sterne Agee (a) shall have no duties or obligations other than those specifically set forth herein; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and shall not be required to and shall make no representations as to the validity, value or genuineness of the offeroffering; (c) shall not be liable to any person, firm or corporation including the Company by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this Agreement and the performance hereof unless caused by or arising out of its own willful misconduct, bad faith or gross negligence; (d) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

Records Agent Services. In connection with the Offering, the Company agrees that FIG will Sterne Agee also serve as Records Agent for the Company. As Records Agent, and as the Bank may reasonably request, FIG Sterne Agee will provide the following services: · Consolidation of deposit accounts into a central file and calculation of eligible votes; · Design and prepare Proxy Forms for the Member Vote and Stock Order Forms for the Subscription Offering and Direct Community Offering and, if necessary, the Syndicated Community Offering; · Organize and supervise the Bank’s Stock Information Center; · Provide proxy and ballot tabulation services for the Bank’s Special Meeting of Members, including acting as or supporting the Inspector of ElectionElection ; and · Provide necessary subscription services to distribute, collect and tabulate stock orders in the Subscription Offering and Direct Community Offering. The Company acknowledges and agrees that, as Records Agent hereunder, FIG Sterne Agee (a) shall have no duties or obligations other than those specifically set forth herein; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and shall not be required to and shall make no representations as to the validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Company by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this Agreement agreement and the performance hereof unless caused by or arising out of its own willful misconduct, bad faith or gross negligence; (d) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

Records Agent Services. In connection with the Offering, the Company agrees that FIG will Sterne Agee also serve as Records Agent for the Company. As Records Agent, and as the Bank may reasonably request, FIG Sterne Agee will provide the following services: · • Consolidation of deposit accounts into a central file and calculation of eligible votes; · • Design and prepare Proxy Forms for the Member Corporator Vote and Stock Order Forms for the Subscription Offering and Direct Community Offering and, if necessary, the Syndicated Community Offering; · • Organize and supervise the BankMHC’s Stock Information Center; · • Provide proxy and ballot tabulation services for the Bank’s Special Meeting of MembersCorporators, including acting as or supporting the Inspector of Election; and · • Provide necessary subscription services to distribute, collect and tabulate stock orders in the Subscription Offering and Direct Community Offering. The Company acknowledges and agrees that, as Records Agent hereunder, FIG Sterne Agee (a) shall have no duties or obligations other than those specifically set forth herein; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and shall not be required to and shall make no representations as to the validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Company by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this Agreement and the performance hereof unless caused by or arising out of its own willful misconduct, bad faith or gross negligence; (d) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.

Records Agent Services. In connection with the Offering, the Company agrees that FIG Janney will also serve as Records Agent for the Company. As Records Agent, and as the Bank may reasonably request, FIG Janney will provide the following services: · Consolidation of deposit accounts into a central file and calculation of eligible votes; · Design and prepare Proxy Forms for the Member Vote and Stock Order Forms for the Subscription Offering and Direct Community Offering and, if necessary, the Syndicated Community Offering; · Organize and supervise the Bank’s Stock Information Center; · Provide proxy and ballot tabulation services for the Bank’s Special Meeting of Members, including acting as or supporting the Inspector of Election; and · Provide necessary subscription services to distribute, collect and tabulate stock orders in the Subscription Offering and Direct Community Offering. The Company acknowledges and agrees that, as Records Agent hereunder, FIG Janney (a) shall have no duties or obligations other than those specifically set forth herein; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and shall not be required to and shall make no representations as to the validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Company by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this Agreement and the performance hereof unless caused by or arising out of its own willful misconduct, bad faith or gross negligence; (d) shall not be obliged to take any legal action hereunder which might in its judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties.