Common use of Paying Agent Agreement Clause in Contracts

Paying Agent Agreement. Promptly following the date of this Agreement, the Investors shall in good faith and with mutual cooperation use their reasonable best efforts to (i) select the Paying Agent, and (ii) negotiate and, to the extent applicable, enter into an agreement with the Paying Agent in form and substance reasonably satisfactory to each Investor (the “Paying Agent Agreement”). The Paying Agent Agreement, to which the Paying Agent, Lead Rich and Full Alliance and/or Parent shall be parties, shall provide for the appointment of the Paying Agent and the terms and conditions upon which the Exchange Fund will be held, distributed or returned by the Paying Agent, including that any funds deposited into the Exchange Fund by Lead Rich in respect of the Sponsor Equity Financing and the Mezzanine Debt Financing shall be immediately returned by the Paying Agent to Lead Rich if (A) $12,000,000 in respect of the CEO Equity Financing and $214,000,000 in respect of the Senior Debt Financing are not deposited into the Exchange Fund, or (B) the Effective Time does not occur, in either case within five business days of such deposit by Lead Rich.