Common use of Appointment of Exchange Agent Clause in Contracts

Appointment of Exchange Agent. Until the first anniversary of the Effective Time, Citizens shall make available or cause to be made available to an exchange agent agreed upon by Citizens and Mid Am (the "Exchange Agent"), New Certificates and cash in amounts sufficient to allow the Exchange Agent to make all deliveries of New Certificates and payments that may be required in exchange for Old Certificates pursuant to this Article IV. Upon such anniversary, any such New Certificates and cash remaining in the possession of the Exchange Agent (together with any dividends or earnings in respect thereof) shall be delivered to Citizens. Any former holder of Old Shares who has not theretofore exchanged his or her Old Certificates for New Certificates and cash pursuant to this Article IV shall thereafter be entitled to look exclusively to Citizens, and only as a general creditor thereof, for the New Shares and/or cash to which he or she may be entitled upon exchange of such Old Certificates pursuant to this Article IV. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto, shall be liable to any former holder of Old Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Appointment of Exchange Agent. Until the first anniversary of the Effective Time, Citizens NYCB shall make available or cause to be made available to an exchange agent agreed upon by Citizens NYCB and Mid Am RCF (the "Exchange Agent"), New Certificates and cash in amounts sufficient to allow the Exchange Agent to make all deliveries of New Certificates and payments that may be required in exchange for Old Certificates pursuant to this Article IV. Upon such anniversary, any such New Certificates and cash remaining in the possession of the Exchange Agent (together with any dividends or earnings in respect thereof) shall be delivered to CitizensNYCB. Any former holder of Old Shares Certificates who has not theretofore exchanged his or her Old Certificates for New Certificates and cash pursuant to this Article IV shall thereafter be entitled to look exclusively to CitizensNYCB, and only as a general creditor thereof, for the New Shares shares of NYCB Common Stock and/or cash to which he or she may be entitled upon exchange of such Old Certificates pursuant to this Article IV. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto, shall be liable to any former holder of Old Shares Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Appointment of Exchange Agent. Until the first anniversary of the Effective Time, Citizens NYCB shall make available or cause to be made available to an exchange agent agreed upon by Citizens NYCB and Mid Am Xxxxxx (the "“Exchange Agent"), ”) New Certificates and cash in amounts sufficient to allow the Exchange Agent to make all deliveries of New Certificates and payments that may be required in exchange for Old Certificates pursuant to this Article IVII. Upon such anniversary, any such New Certificates and cash remaining in the possession of the Exchange Agent (together with any dividends or earnings in respect thereof) shall be delivered to CitizensNYCB. Any former holder of Old Shares Certificates who has not theretofore exchanged his or her Old Certificates for New Certificates and cash pursuant Table of Contents to this Article IV II shall thereafter be entitled to look exclusively to CitizensNYCB, and only as a general creditor thereof, for the New Shares shares of NYCB Common Stock and/or cash to which he or she may be entitled upon exchange of such Old Certificates pursuant to this Article IVII. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto, shall be liable to any former holder of Old Shares Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.