Common use of Paying Agent Clause in Contracts

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Issuer hereby appoints Marine Midland The Bank of New York Mellon as the initial Paying Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Paying Agent shall exercise due care in performing the functions of the Paying Agent for the Designated Securities. (c) The Paying Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Issuer and the Guarantor agree: (i) The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Issuer and the Guarantor for all services rendered by the Paying Agent, and the Issuer and the Guarantor promise to pay such compensation and to reimburse the Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Issuer and the Guarantor shall reasonably require. The Issuer and the Guarantor agree to indemnify the Paying Agent for, and to hold it harmless against, any and all loss, liability, damage, claims or expenses (including the costs and expenses of defending against any claim of liability) incurred by the Paying Agent that arises out of or in connection with its acting as Paying Agent hereunder, except such as may result from the negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Issuer and the Guarantor for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Paying Agent in reliance upon (A) the written opinion of counsel satisfactory to it and upon obtaining the prior written consent of the Issuer or the Guarantor or (B) written instructions from the Issuer and the Guarantor. The provisions of this paragraph shall survive the termination of this Supplemental Indenture. (ii) In acting under the Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of the Issuer and the Guarantor and does not assume any obligations to, or relationship of agency or trust for or with, any of the Holders of the Designated Securities. (iii) The Paying Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Designated Securities, any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and to have been approved or signed by the proper party or parties. (iv) The Paying Agent shall be obligated to perform only such duties as are herein specifically set forth and any duties necessarily incidental thereto, and no implied duties or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other communication from the Issuer or the Guarantor made or given by it under any provision of the Indenture shall be sufficient if signed by any proper officer or an authorized person of the Issuer or the Guarantor, as the case may be. (vi) The Paying Agent may perform any duties hereunder either directly or by or through agents or attorneys, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (i) The Paying Agent may at any time resign as Paying Agent by giving written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Issuer and the Guarantor, unless the Issuer and the Guarantor agree in writing to accept less notice. The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and the Guarantor by any proper officer or an authorized person thereof and specifying such removal and the date when it is intended to become effective, subject to (if such Paying Agent is not the Trustee) the written consent of the Trustee, which consent shall not be unreasonably withheld. Such resignation or removal shall take effect only upon the date of the appointment by the Issuer and the Guarantor, as hereinafter provided, of a successor Paying Agent. The Trustee may appoint one If within 60 days after notice of resignation or more other Paying Agents or removal has been given, a successor Paying Agents meeting Agent has not been appointed, the eligibility requirements Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent. A successor Paying Agent shall be appointed by the Issuer and the Guarantor by an instrument in writing signed on behalf of the Issuer and the Guarantor, as the case may be, by any proper officer or an authorized person thereof and the successor Paying Agent. Upon the appointment of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) successor Paying Agent and (vii) hereof. Each Paying Agent, immediately upon acceptance by it of such appointment, the Paying Agent so superseded shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each cease to be such Paying Agent other than hereunder. Upon its resignation or removal, the Trustee Paying Agent shall be entitled to the payment by the Issuer and the Guarantor of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder. (ii) Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor and to the Trustee Issuer and the Guarantor an instrument in which accepting such appointment hereunder, and thereupon such successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Paying Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall agree with the Trusteethereupon become obliged to transfer and deliver, subject to the provisions of Section 6.06, that and such successor Paying Agent will:shall be entitled to receive, copies of any relevant records maintained by such predecessor Paying Agent. (aiii) allocate all sums received for distribution to Any Person into which the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed merged or converted or with such which the Paying Agent signed by may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay overbe a party, assign or any Person succeeding to all or substantially all of the assets and deliver business of the Paying Agent, or all or substantially all of the corporate trust business of the Paying Agent shall, to the extent permitted by applicable law and provided that it shall have an established place of business in The City of New York, be the successor Paying Agent under the Indenture without the execution or filing of any moneys held paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion, consolidation or sale shall forthwith be given to the Issuer and the Guarantor within 30 days of such merger, conversion, consolidation or sale. (iv) Any notice, communication or other document (other than a notice, communication or other document delivered pursuant to the procedures set forth in Exhibit B, including a Payment Statement) required to be given by it as the Paying Agent to its successorany person hereunder shall be given in accordance with Section 1.5 of the Original Indenture. Any notice, communication or if there other document (other than a notice, communication or other document delivered pursuant to the procedures set forth in Exhibit B, including a Payment Statement) to be no successorgiven to the Paying Agent shall be delivered in person, sent by letter or communicated by telephone (subject, in the case of communications by telephone, to confirmation dispatched within twenty-four hours by letter), to the Trusteefollowing address (or to any other address of which the Paying Agent shall have notified the others in writing): The Bank of New York Mellon, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 4E, New York, New York 10286, Attention: International Corporate Trust. Upon Any notice, communication or other document hereunder given or delivered by telephone or letter shall be deemed to be received when in the appointmentordinary course of transmission or post, removal or notice of resignation of any Paying Agentas the case may be, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerit would be received.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may Whenever the Issuer shall appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent paying agent other than the Trustee shall with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such Paying Agent agent shall agree with the Trustee, subject to the provisions of this Section 6.06, that such Paying Agent will:3.04, (a) allocate that it will hold all sums received by it as such agent for distribution the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bIssuer, the Guarantor or by any other obligor on the Securities of such series) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until of the Securities of such series or of the Trustee, (b) that it will give the Trustee notice of any default by the Issuer (or by the Guarantor or any other obligor on the Securities of such series) in making any payment of the principal of or interest on the Securities of such series when the same shall be due and payable, and (c) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the default referred to in clause 3.04(b) above. The Issuer will, on the Business Day prior to each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum in immediately available funds sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action. If the Issuer shall act as its own paying agent with respect to the Securities of any Series, it will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action. Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such Holders series by the Issuer or otherwise disposed of any paying agent hereunder, as herein provided and pay required by this Section, such sums to such Persons as herein provided. Any Paying Agent other than be held by the Trustee may at any time resign and be discharged of upon the duties and obligations created by trusts herein contained. Anything in this Agreement by giving at least sixty (60) days written notice Section to the Trusteecontrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 9.03 and 9.04. Any such Paying Agent may be removed at For the avoidance of doubt, any time by an instrument filed paying agent hereunder shall comply with such Paying Agent signed by applicable backup withholding tax and information reporting requirements under the Trustee. In U.S. Internal Revenue Code of 1986, as amended, and the event of U.S. Treasury Regulations promulgated thereunder with respect to payments made under the resignation or removal Securities of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successorseries (including, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agentextent required, the Trustee shall notify collection of Internal Revenue Service Forms W-8 and W-9 and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerfiling of U.S. Internal Revenue Service Forms 1099 and 1096).

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting may, subject to the eligibility requirements of a for the Trustee set forth in Section 12.06 (ihereof, other than Section 12.06(iv), (ii), (iii), (iv), (v) and (vii) hereofappoint one or more successor Paying Agents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (ai) allocate all sums received for distribution to the Holders of Certificates of each Class for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bii) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificate Insurer and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v”) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders holders of Shares to receive the Merger Consideration to which such holders shall become entitled thereto until such sums pursuant to this Agreement. At or prior to the Effective Time, Parent shall deposit with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any held in trust by the Paying Agent other than for the Trustee may at any time resign and be discharged benefit of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice holders of Shares that are entitled to receive the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the TrusteeMerger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this Article II (including if Dissenting Company Shares lose their status as such), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash such that the resignation or removal of any Exchange Fund becomes sufficient to make such payments. Funds made available to the Paying Agent other shall, if Parent so elects, be invested by the Paying Agent, as directed by ▇▇▇▇▇▇, in, and only in, short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than thirty (30) days or in commercial paper obligations rated A-1 or P1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, pending payment thereof by the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successorthe holders of Shares pursuant to this Article II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or if there be no successorthe Paying Agent from promptly making the payments required by this Article II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares, an amount in cash equal to the Trusteeamount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this Article II. Upon Any interest or income produced by such investments will be payable to Merger Sub or Parent, as Parent directs. Parent shall direct the appointmentPaying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerexcept as expressly provided for in this Agreement.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution Prior to the Holders Effective Time, Parent shall designate a reputable bank or trust company located in the United States and reasonably acceptable to the Company (as determined by a majority of Certificates the directors not designated by Parent) (the “Paying Agent”) for the holders of Shares in connection with the Merger and to receive the funds to which it is acting as holders of Shares shall become entitled pursuant to Section 2.1(c). At the Effective Time, Parent shall deposit, or shall cause the Surviving Corporation or one of Parent’s other Subsidiaries to deposit, with the Paying Agent on each Remittance Date among such Holders cash in an amount sufficient to pay the proportion specified aggregate Merger Consideration required to be paid pursuant to Section 2.1(c). Such funds shall be invested by the Trustee; andPaying Agent as directed by Parent or the Surviving Corporation, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. (b) hold all sums held Promptly after the Effective Time, the Parent or Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (the “Certificates”), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and executed, the holder of such Certificate shall be entitled to receive and Parent shall cause the Paying Agent to promptly pay to such holder in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and (y) the distribution Person requesting such payment shall have paid any transfer and other Taxes required by reason of amounts due the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not required to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration, without interest thereon. (c) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II. (d) At any time following twelve months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Certificates in trust for Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the benefit of foregoing, neither the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than Surviving Corporation nor the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay overbe liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, assign and deliver escheat or similar Law. (e) If any moneys held Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it as with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto pursuant to its successorthis Agreement. (f) Parent, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to the making of such payment under the Code, or if there be no successorany provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the Trustee. Upon appropriate Taxing Authority by Parent, the appointment, removal Surviving Corporation or notice of resignation of any the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Trustee shall notify holder of Certificates in respect of which such deduction and withholding was made by Parent, the Certificateholders by mailing notice thereof to their addresses appearing on Surviving Corporation or the Certificate RegisterPaying Agent.

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Issuer hereby appoints Marine Midland The Bank of New York Mellon as the initial Paying Agent. Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Trustee may appoint one or more other Paying Agents or successor Agent shall exercise due care in performing the functions of the Paying Agents meeting Agent for the eligibility requirements of a Trustee Designated Securities. (c) The Paying Agent accepts its obligations set forth in Section 12.06 herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Issuer and the Guarantor agree: (i), (ii), (iii), (iv), (v) The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Issuer and (vii) hereof. Each the Guarantor for all services rendered by the Paying Agent, immediately upon and the Issuer and the Guarantor promise to pay such appointment, shall signify its acceptance of compensation and to reimburse the duties Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and obligations imposed upon expenses) incurred by it by this Agreement by written instrument of acceptance deposited in connection with the Trusteeservices rendered by it hereunder upon receipt of such invoices as the Issuer and the Guarantor shall reasonably require. Each such The Issuer and the Guarantor agree to indemnify the Paying Agent other than for, and to hold it harmless against, any and all loss, liability, damage, claims or expenses (including the Trustee shall execute costs and deliver to expenses of defending against any claim of liability) incurred by the Trustee an instrument in which such Paying Agent shall agree that arises out of or in connection with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is its acting as Paying Agent on each Remittance Date among hereunder, except such Holders in as may result from the proportion specified negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Trustee; andIssuer and the Guarantor for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Paying Agent in reliance upon (A) the written opinion of counsel satisfactory to it and upon obtaining the prior written consent of the Issuer or the Guarantor or (B) written instructions from the Issuer and the Guarantor. The provisions of this paragraph shall survive the termination of this Supplemental Indenture. (bii) hold all sums held by it for In acting under the distribution Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of amounts due with respect to the Certificates in Issuer and the Guarantor and does not assume any obligations to, or relationship of agency or trust for the benefit or with, any of the Holders entitled thereto until such sums of the Designated Securities. (iii) The Paying Agent shall be paid protected and shall incur no liability for or in respect of any action taken or omitted to such Holders be taken or otherwise disposed anything suffered by it in reliance upon the terms of as herein provided the Designated Securities, any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and pay such sums to such Persons as herein provided. Any have been approved or signed by the proper party or parties. (iv) The Paying Agent shall be obligated to perform only such duties as are herein specifically set forth and any duties necessarily incidental thereto, and no implied duties or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other than communication from the Trustee Issuer or the Guarantor made or given by it under any provision of the Indenture shall be sufficient if signed by any proper officer or an authorized person of the Issuer or the Guarantor, as the case may be. (vi) The Paying Agent may, upon obtaining the prior written consent of the Issuer and the Guarantor, perform any duties hereunder either directly or by or through agents or attorneys, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (vii) Under no circumstances will any party to this Supplemental Indenture be liable to any other party to this Supplemental Indenture for any special, indirect, punitive or consequential loss or damage (including, but not limited to, the loss of business, goodwill, opportunity or profit) whether or not foreseeable and even if advised of the possibility of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise. (d) (i) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Agreement as Paying Agent by giving at least sixty (60) days written notice to the TrusteeIssuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Issuer and the Guarantor, unless the Issuer and the Guarantor agree in writing to accept less notice. Any such The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and the Guarantor by any proper officer or an instrument filed with authorized person thereof and specifying such removal and the date when it is intended to become effective, subject to (if such Paying Agent signed by is not the Trustee. In ) the event written consent of the Trustee, which consent shall not be unreasonably withheld. Such resignation or removal shall take effect only upon the date of any the appointment by the Issuer and the Guarantor, as hereinafter provided, of a successor Paying Agent. If within 60 days after notice of resignation or removal has been given, a successor Paying Agent other than has not been appointed, the Trustee Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent. A successor Paying Agent shall be appointed by the Issuer and the Guarantor by an instrument in writing signed on behalf of the Issuer and the Guarantor, as the case may be, by any proper officer or an authorized person thereof and the successor Paying Agent. Upon the appointment of a successor Paying Agent and acceptance by it of such appointment, the Paying Agent so superseded shall cease to be such Paying Agent hereunder. Upon its resignation or removal, the Paying Agent shall pay overbe entitled to the payment by the Issuer and the Guarantor of its compensation, assign if any is owed to it, for services rendered hereunder and deliver any moneys held to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerhereunder.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may (a) If the Company shall appoint one or more other Paying Agents paying agents for all or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance any series of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent Securities, other than the Trustee shall Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such Paying Agent agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent willthis Section: (a1) allocate all sums received for distribution to the Holders of Certificates for which that it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) will hold all sums held by it as such agent for the distribution payment of amounts due with respect the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Certificates Company or by any other obligor of such Securities) in trust for the benefit of the Holders persons entitled thereto; (2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Holders persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to such Persons as herein provided. Any Paying Agent other than be held by the Trustee may at upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice paying agent to the Trustee. Any , such Paying Agent may paying agent shall be removed at any time by an instrument filed released from all further liability with respect to such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registermoney.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may Whenever the Issuer shall appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent paying agent other than the Trustee shall with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such Paying Agent agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will:this Section. (a) allocate that it will hold all sums received by it as such agent for distribution the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bIssuer or by any other obligor on the Securities of such series) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until of the Securities of such series or of the Trustee, (b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment of the principal of or interest on the Securities of such series when the same shall be due and payable, and (c) pay any such sums so held in trust by it to the Trustee upon the Trustee's written request at any time during the continuance of the failure referred to in clause (b) above. The Issuer will, on or prior to each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action. If the Issuer shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action. Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such Holders series by the Issuer or otherwise disposed of any paying agent hereunder, as herein provided and pay required by this Section, such sums to such Persons as herein provided. Any Paying Agent other than be held by the Trustee may at any time resign and be discharged of upon the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registertrusts herein contained.

Paying Agent. The Trustee hereby appoints Marine Midland Bank (a) Certain Duties and Responsibilities of the Paying Agent: (1) the Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Paying Agent. The Trustee Paying Agent shall not be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust, for or with any person other than the Issuer; (2) no provision of this Indenture shall require the Paying Agent to take any action or fail to take any action that may appoint one cause it to expend or more risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it believes in its absolute discretion that repayment of such funds or adequate indemnity against such risk or liability is not assured to it; (3) the Paying Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, other Paying Agents evidence of indebtedness or successor Paying Agents meeting other paper or document believed by it to be genuine and to have been signed or presented by the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon proper party or parties including but not limited to any instruction provided to it by this Agreement by written instrument of acceptance deposited with the Issuer or, as the case may be, the Trustee. Each such The Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument may refrain, without liability, from acting under any instructions that it determines, in which such Paying Agent shall agree with the Trusteeits sole discretion, subject to the provisions of Section 6.06are equivocal, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trusteeunclear or conflicting; and (b4) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may consult with counsel and the written advice (including by email) of such counsel and any Opinion of Counsel shall be removed at full and complete authorization and protection in respect of any time action taken, suffered or omitted by an instrument filed with such it hereunder in good faith and in reliance thereon. (b) The Issuer agrees: (1) to pay to the Paying Agent signed from time to time compensation as agreed in a fee letter dated on or about the date hereof between the Issuer and the Paying Agent for all services rendered by the TrusteePaying Agent hereunder; (2) except as otherwise expressly provided herein, to reimburse the Paying Agent upon its request for all out-of-pocket expenses incurred by the Paying Agent in accordance with any provision of or in connection with this Indenture (including the compensation and the expenses and disbursements of its agents and counsel); (3) to indemnify the Paying Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the Paying Agent’s part, arising out of or in connection with its obligations hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder; and The Paying Agent shall not be liable for consequential or indirect loss (which shall include but not be limited to loss of business, goodwill opportunity or profit) of any kind whatsoever. In This Section 7.13(b) shall survive the event termination of this Indenture and/or the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may Whenever the Issuer shall appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent paying agent other than the Trustee shall with respect to the Securities, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such Paying Agent agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will:this Section, (a) allocate that it will hold all sums received by it as such agent, for distribution the payment of the Principal of or interest on the Securities (whether such sums have been paid to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bIssuer or by any other obligor on the Securities) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until of the Securities or of the Trustee, (b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities) to make any payment of the Principal of or interest on the Securities when the same shall be due and payable, and (c) pay any such sums so held in trust by it to the Trustee upon the Trustee's written request at any time during the continuance of the failure referred to in clause (b) above. The Issuer will, on or prior to each due date of the Principal of or interest on the Securities, deposit with the paying agent a sum sufficient to pay such Principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action. If the Issuer shall act as its own paying agent with respect to the Securities, it will, on or before each due date of the Principal of or interest on the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such Principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action. Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Securities hereunder, or for any other reason, pay or cause to be paid to such Holders the Trustee all sums held in trust by the Issuer or otherwise disposed of any paying agent hereunder, as herein provided and pay required by this Section, such sums to such Persons as herein provided. Any Paying Agent other than be held by the Trustee may at any time resign and be discharged of upon the duties and obligations created by trusts herein contained. Anything in this Agreement by giving at least sixty (60) days written notice Section to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by contrary notwithstanding, the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it agreement to hold sums in trust as Paying Agent to its successor, or if there be no successor, provided in this Section is subject to the Trustee. Upon the appointment, removal or notice provisions of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate RegisterSections 5.4 and 5.5.

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Issuer hereby appoints Marine Midland The Bank of New York Mellon as the initial Paying Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Paying Agent shall exercise due care in performing the functions of the Paying Agent for the Designated Securities. (c) The Paying Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Issuer and the Guarantor agree: (i) The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Issuer and the Guarantor for all services rendered by the Paying Agent, and the Issuer and the Guarantor promise to pay such compensation and to reimburse the Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Issuer and the Guarantor shall reasonably require. The Issuer and the Guarantor agree to indemnify the Paying Agent for, and to hold it harmless against, any and all loss, liability, damage, claims or expenses (including the costs and expenses of defending against any claim of liability) incurred by the Paying Agent that arises out of or in connection with its acting as Paying Agent hereunder, except such as may result from the negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Issuer and the Guarantor for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Paying Agent in reliance upon (A) the written opinion of counsel satisfactory to it and upon obtaining the prior written consent of the Issuer or the Guarantor or (B) written instructions from the Issuer and the Guarantor. The provisions of this paragraph shall survive the termination of this Supplemental Indenture. (ii) In acting under the Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of the Issuer and the Guarantor and does not assume any obligations to, or relationship of agency or trust for or with, any of the Holders of the Designated Securities. (iii) The Paying Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Designated Securities, any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and to have been approved or signed by the proper party or parties. (iv) The Paying Agent shall be obligated to perform only such duties as are herein specifically set forth and any duties necessarily incidental thereto, and no implied duties or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other communication from the Issuer or the Guarantor made or given by it under any provision of the Indenture shall be sufficient if signed by any proper officer or an authorized person of the Issuer or the Guarantor, as the case may be. (vi) The Paying Agent may, upon obtaining the prior written consent of the Issuer and the Guarantor, perform any duties hereunder either directly or by or through agents or attorneys, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (i) The Paying Agent may at any time resign as Paying Agent by giving written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Issuer and the Guarantor, unless the Issuer and the Guarantor agree in writing to accept less notice. The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and the Guarantor by any proper officer or an authorized person thereof and specifying such removal and the date when it is intended to become effective, subject to (if such Paying Agent is not the Trustee) the written consent of the Trustee, which consent shall not be unreasonably withheld. Such resignation or removal shall take effect only upon the date of the appointment by the Issuer and the Guarantor, as hereinafter provided, of a successor Paying Agent. The Trustee may appoint one If within 60 days after notice of resignation or more other Paying Agents or removal has been given, a successor Paying Agents meeting Agent has not been appointed, the eligibility requirements Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent. A successor Paying Agent shall be appointed by the Issuer and the Guarantor by an instrument in writing signed on behalf of the Issuer and the Guarantor, as the case may be, by any proper officer or an authorized person thereof and the successor Paying Agent. Upon the appointment of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) successor Paying Agent and (vii) hereof. Each Paying Agent, immediately upon acceptance by it of such appointment, the Paying Agent so superseded shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each cease to be such Paying Agent other than hereunder. Upon its resignation or removal, the Trustee Paying Agent shall be entitled to the payment by the Issuer and the Guarantor of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder. (ii) Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor and to the Trustee Issuer and the Guarantor an instrument in which accepting such appointment hereunder, and thereupon such successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Paying Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall agree with the Trusteethereupon become obliged to transfer and deliver, subject to the provisions of Section 6.06, that and such successor Paying Agent will:shall be entitled to receive, copies of any relevant records maintained by such predecessor Paying Agent. (aiii) allocate all sums received for distribution to Any Person into which the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed merged or converted or with such which the Paying Agent signed may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Paying Agent shall be a party, or any Person succeeding to all or substantially all of the assets and business of the Paying Agent, or all or substantially all of the corporate trust business of the Paying Agent shall, to the extent permitted by applicable law and provided that it shall have an established place of business in The City of New York, be the successor Paying Agent under the Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion, consolidation or sale shall forthwith be given to the Issuer and the Guarantor within 30 days of such merger, conversion, consolidation or sale. (iv) Any notice required to be given by the Trustee. In the event of the resignation or removal of any Paying Agent to any person hereunder other than the Trustee such Tax Certification Agent shall be given in accordance with Section 1.5 of the Original Indenture. Any notice required to be given to the Tax Certification Agent shall be delivered in person, sent by letter or communicated by telephone (subject, in the case of communication by telephone, to confirmation dispatched within twenty-four hours by letter), to the following address (or to any other address of which the Tax Certification Agent shall have notified the others in writing as herein provided): Acupay System LLC, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. Any notice to be given to the Paying Agent shall pay overbe delivered in person, assign and deliver any moneys held sent by it as Paying Agent letter or communicated by telephone (subject, in the case of communications by telephone, to its successor, or if there be no successorconfirmation dispatched within twenty-four hours by letter), to the Trusteefollowing address (or to any other address of which the Paying Agent shall have notified the others in writing): The Bank of New York Mellon, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 4E, New York, New York 10286, Attention: International Corporate Trust. Upon Any notice hereunder given by telephone or letter shall be deemed to be received when in the appointmentordinary course of transmission or post, removal or notice of resignation of any Paying Agentas the case may be, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerit would be received.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may Whenever the Issuer shall appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent paying agent other than the Trustee shall with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such Paying Agent agent shall agree with the Trustee, subject to the provisions of this Section 6.06, that such Paying Agent will:3.04, (a) allocate that it will hold all sums received by it as such agent for distribution the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bIssuer or by any other obligor on the Securities of such series) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until of the Securities of such series or of the Trustee, (b) that it will give the Trustee notice of any default by the Issuer (or any other obligor on the Securities of such series) in making any payment of the principal of or interest on the Securities of such series when the same shall be due and payable, and (c) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the default referred to in clause 3.04(b) above. The Issuer will, on the Business Day prior to each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum in immediately available funds sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action. If the Issuer shall act as its own paying agent with respect to the Securities of any Series, it will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action. Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such Holders series by the Issuer or otherwise disposed of any paying agent hereunder, as herein provided and pay required by this Section, such sums to such Persons as herein provided. Any Paying Agent other than be held by the Trustee may at any time resign and be discharged of upon the duties and obligations created by trusts herein contained. Anything in this Agreement by giving at least sixty (60) days written notice Section to the Trusteecontrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 9.03 and 9.04. Any such Paying Agent may be removed at For the avoidance of doubt, any time by an instrument filed paying agent hereunder shall comply with such Paying Agent signed by applicable backup withholding tax and information reporting requirements under the Trustee. In U.S. Internal Revenue Code of 1986, as amended, and the event of U.S. Treasury Regulations promulgated thereunder with respect to payments made under the resignation or removal Securities of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successorseries (including, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agentextent required, the Trustee shall notify collection of Internal Revenue Service Forms W-8 and W-9 and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerfiling of U.S. Internal Revenue Service Forms 1099 and 1096).

Paying Agent. The Trustee hereby appoints Marine Midland Bank accepts appointment as Paying Agent. The Trustee may may, subject to the eligibility requirements for the Trustee set forth in Section 12.06, other than Section 12.06(iv), appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereofAgents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the TrusteeTrustee with a copy being sent to the Certificate Insurer. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a1) allocate all sums received for distribution to the Holders of Certificates of each Class for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b2) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificate Insurer and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting may, subject to the eligibility requirements of a for the Trustee set forth in Section 12.06 (ihereof, other than Section 12.06(iv), (ii), (iii), (iv), (v) and (vii) hereofappoint one or more successor Paying Agents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.066.08, that such Paying Agent will: (ai) allocate all sums received for distribution to the Holders of Certificates of each Class for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bii) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificate Insurer and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee (i) Administrative Agent hereby appoints Marine Midland Bank Computershare Trust Company, National Association as the initial Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting All payments of amounts due and payable in respect of the eligibility requirements Secured Obligations that are to be made from amounts withdrawn from the Collection Account pursuant to Section 4(c) shall be made on behalf of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Borrowers by Paying Agent, immediately upon such appointmentin accordance with the written instruction of Administrative Agent pursuant to Section 4(c). On the Facility Termination Date, shall signify its acceptance of the duties and obligations imposed upon it all funds then held by any Paying Agent under this Agreement by written instrument shall, upon demand of acceptance deposited with the Trustee. Each such Paying Borrowers, be paid to Administrative Agent other than the Trustee shall execute to be held and deliver applied according to the Trustee an instrument in which Section 4(c), and thereupon such Paying Agent shall agree be released from all further liability with respect to such funds. (ii) On each Remittance Date, Borrowers shall pay to Paying Agent the TrusteePaying Agent Fee pursuant to Section 4(c)(i). (iii) Paying Agent ▇▇▇▇▇▇ agrees that, subject to the provisions of this Section 6.0618(a), that such Paying Agent willit shall: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bA) hold all any sums held by it for the distribution payment of amounts due with respect to the Certificates Secured Obligations in trust for the benefit of the Holders Persons entitled thereto until such sums shall be paid to such Holders Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying ; (B) give Administrative Agent other than notice of any default by any Borrower of which it has actual knowledge in the Trustee may making of any payment required to be made with respect to the Secured Obligations; (C) at any time resign during the continuance of any Event of Default, upon the written instruction of Administrative Agent (a copy of which shall be provided by Administrative Agent to Borrower Representative), forthwith pay to Administrative Agent any sums due to Administrative Agent so held in trust by Paying Agent; and (D) provide to Lenders such information as is required to be delivered under the Code or any State law applicable to the particular Paying Agent, relating to payments made by Paying Agent under this Agreement. (iv) Any successor paying agent shall be appointed by Administrative Agent, subject to providing notice thereof to ▇▇▇▇▇▇▇ and Borrower Representative. Administrative Agent and Borrower Representative shall mutually agree in writing on the fees required to engage the services of any such successor paying agent to the extent that such fees exceed those paid to the prior Paying Agent and upon such mutual agreement, such approved fee shall constitute the Paying Agent Fee. (v) Borrowers shall indemnify Paying Agent and its officers, directors, employees and agents (each, a “PA Party” and collectively, the “PA Parties”) for, and hold them harmless against, any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) incurred in connection with or arising out of (A) the performance of its obligations under and in accordance with this Agreement, including without limitation the costs and expenses of (x) investigating any claim or allegation relating to the exercise or performance of any of its powers or duties under this Agreement, and (y) preparing for, and prosecuting or defending itself against any investigation, dispute or legal proceeding, whether pending or threatened, related to any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement; (B) pursuing enforcement (including without limitation by means of any action, claim, or suit brought by Paying Agent for such purpose) of any indemnification or other obligation of Borrowers (the indemnification afforded under this subclause (B) to include, without limitation, any legal fees, costs and expenses incurred by Paying Agent in connection therewith), and (C) the gross negligence, willful misconduct or actual fraud of any Borrower in the performance of its duties hereunder, except in each case to the extent any such loss, liability or expense results from the gross negligence, willful misconduct or actual fraud of Paying Agent or any PA Party (in each case, as determined by a court of competent jurisdiction or as otherwise agreed to by the parties). All such amounts shall be discharged payable in accordance with Section 4(c). In the event any such indemnity amounts are distributed to Paying Agent from the Collection Account pursuant to Section 4(c) prior to deposit by Borrowers of such indemnity amounts therein, the obligation of reimbursement by Borrowers with respect to such indemnity amounts will instead be payable to the Collection Account. The foregoing indemnification shall survive the termination of this Agreement. (vi) Paying Agent shall be liable in accordance herewith only to the extent of the duties obligations specifically undertaken by Paying Agent in such capacity herein. No implied covenants or obligations shall be read into this Agreement against Paying Agent, and obligations created no permissive right or privilege of Paying Agent shall be construed as a duty. In the absence of gross negligence, fraud or willful misconduct on the part of Paying Agent, Paying Agent may conclusively rely and shall be protected in relying upon the truth of any statements and written direction or instruction and the correctness of the opinions expressed in any certificates or opinions furnished to Paying Agent pursuant to and conforming to the requirements of this Agreement. In no event shall Paying Agent be liable for any special, indirect, consequential or punitive damages, even if Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (vii) Paying Agent shall not be liable for (A) an error of judgment made in good faith by one of its officers; or (B) any action taken, suffered or omitted to be taken in good faith in accordance with or believed by it to be authorized or within the discretion or rights or powers conferred by this Agreement by giving or at least sixty the direction of Administrative Agent relating to the exercise of any power conferred upon Paying Agent under this Agreement, in each case, unless it shall be proved that Paying Agent shall have been grossly negligent in ascertaining the pertinent facts or have acted with actual fraud or willful misconduct. (60viii) days Paying Agent shall not be charged with knowledge of any Default, Event of Default or Early Amortization Trigger unless a Responsible Officer of Paying Agent obtains actual knowledge of such event or Paying Agent receives written notice of such event from Borrowers or Administrative Agent, as the case may be. (ix) Without limiting the generality of this Section 17(a), Paying Agent shall have no duty (A) to record, file or deposit this Agreement or any agreement referred to herein or prepare or file any financing statement or continuation statement evidencing a security interest in the Collateral, or maintain any such recording, filing or depositing or to subsequently record, re-file or redeposit any of the same, (B) to pay or discharge any Taxes, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Assets, (C) to confirm, recalculate or verify the contents, accuracy or completeness of any reports or certificates of Administrative Agent or Calculation Agent delivered to Paying Agent pursuant to this Agreement believed by Paying Agent to be genuine and to have been signed or presented by the proper party or parties or (D) to ascertain or inquire as to the Trusteeperformance or observance of any of Borrowers’ representations, warranties or covenants under this Agreement or any other Facility Document. (x) Paying Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require Paying Agent to perform, or be responsible for the manner of performance of, any of the obligations of Borrowers under this Agreement. (xi) Paying Agent may conclusively rely in good faith and shall be protected in acting or refraining in good faith from acting upon any resolution, any certificate of a Responsible Officer of Administrative Agent, any Periodic Remittance Report, any certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (xii) Paying Agent may consult with nationally recognized counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by Paying Agent in good faith and in accordance therewith. In connection with any request that Paying Agent take any action or refrain from taking any action outside the scope of this Agreement, Paying Agent shall be entitled to request and conclusively rely upon, and shall be protected in acting or refraining from acting upon, an officer’s certificate or opinion of counsel. Any opinion of counsel requested by Paying Agent shall be an expense of ▇▇▇▇▇▇▇▇. (xiii) Paying Agent shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Facility Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of Administrative Agent pursuant to the provisions of this Agreement, unless Administrative Agent, on behalf of the Indemnified Parties, shall have offered to Paying Agent security or indemnity reasonably satisfactory to Paying Agent against the costs, expenses and liabilities that may be incurred therein or thereby. (xiv) Paying Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Administrative Agent; provided, that if the payment within a reasonable time to Paying Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of Paying Agent, not reasonably assured by Borrowers, Paying Agent may require indemnity reasonably satisfactory to Paying Agent from Lenders against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by Borrowers. (xv) Paying Agent shall not be responsible for the acts or omissions of Administrative Agent, Calculation Agent (unless the same entity is then acting as Calculation Agent and Paying Agent), Borrowers, any Lenders or any other Person. (xvi) Any Person into which Paying Agent may be removed merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which to Paying Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of Paying Agent, shall be the successor of Paying Agent under this Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (xvii) Paying Agent does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the SF Properties or the Collateral. (xviii) Paying Agent is authorized, in its good faith discretion, to disregard any and all notices or instructions given by any other party hereto or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court entered or issued with or without jurisdiction. If any property subject hereto is at any time attached, garnished or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by an instrument filed with any court order, or in case any order, judgment or decree shall be made or entered into by any court affecting such property or any part thereof, then and in any of such events Paying Agent signed is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree with which it is advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, writ, judgment or decree it shall not be liable to any other party hereto or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree maybe subsequently reversed, modified, annulled, set aside or vacated. (xix) Paying Agent may: (A) terminate its obligations as Paying Agent under this Agreement (subject to the terms set forth herein) upon at least thirty (30) days’ prior written notice to Borrower Representative, Lenders and Administrative Agent; provided, however, that, without the consent of Administrative Agent, such resignation shall not be effective until a successor paying agent acceptable to Administrative Agent shall have accepted appointment as Paying Agent, pursuant hereto and shall have agreed to be bound by the Trusteeterms of this Agreement; or (B) be removed upon at least thirty (30) days’ prior written notice (or such shorter period as shall be acceptable to Paying Agent) by Administrative Agent, delivered to Paying Agent, ▇▇▇▇▇▇▇ and Borrower Representative; provided, however, that without the consent of Administrative Agent, such removal shall not be effective until a successor paying agent acceptable to Administrative Agent shall have accepted appointment as Paying Agent pursuant hereto and shall have agreed to be bound by the terms of this Agreement. In the event of such termination or removal, Administrative Agent shall make reasonable efforts to appoint a successor paying agent. If, however, a successor paying agent is not appointed by Administrative Agent within ninety (90) days after the giving of such notice of resignation, Paying Agent may petition a court of competent jurisdiction for the appointment of a successor paying agent, and the costs of such petition shall be paid by ▇▇▇▇▇▇▇▇▇. (xx) Any successor paying agent appointed pursuant hereto shall execute, acknowledge, and deliver to Administrative Agent, Borrower Representative and to the predecessor Paying Agent an instrument accepting such appointment under this Agreement. Thereupon, the resignation or removal of any Paying Agent other than the Trustee such predecessor Paying Agent shall pay overbecome effective and such successor paying agent, assign without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor as Paying Agent under this Agreement, with like effect as if originally named as Paying Agent. The predecessor Paying Agent shall, upon payment of its outstanding fees and expenses, deliver any moneys to the successor paying agent all documents and statements and monies held by it as under this Agreement; and Administrative Agent and the predecessor Paying Agent to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor paying agent all such rights, powers, duties, and obligations. (xxi) In the event Paying Agent’s appointment hereunder is terminated without cause, Administrative Agent shall (A) reimburse Paying Agent for the reasonable out-of-pocket expenses of Paying Agent incurred in transferring any funds in its successor, or if there be no successor, possession to the Trustee. Upon successor paying agent and (B) if such termination occurs on or prior to the appointment, removal or notice first anniversary of resignation the appointment of any such Paying Agent, pay to the Trustee shall notify terminated Paying Agent a termination fee equal to the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerunearned prorated portion of Paying Agent Fee for that first year. (xxii) Borrower Parties hereby agree, in connection with an appoint

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting may, subject to the eligibility requirements of a for the Trustee set forth in Section 12.06 (ihereof, other than Section 12.06(iv), (ii), (iii), (iv), (v) and (vii) hereofappoint one or more successor Paying Agents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (ai) allocate all sums received for distribution to the Holders of Certificates of each Class for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bii) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting may, subject to the eligibility requirements of a for the Trustee set forth in Section 12.06 (ihereof, other than Section 12.06(iv), (ii), (iii), (iv), (v) and (vii) hereofappoint one or more successor Paying Agents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a1) allocate all sums received for distribution to the Holders of Certificates of each Class for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b2) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificate Insurer and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. (i) The Trustee hereby appoints Marine Midland Bank Parties acknowledge and agree that the Company shall act as the paying agent, on behalf of the Stockholders for the payment of the Closing Cash Consideration due and payable to the Stockholders hereunder (the Company in such capacity, the “Paying Agent”). The Trustee may appoint one At the Effective Time, Parent shall deposit, or more other Paying Agents or successor Paying Agents meeting the eligibility requirements Parent shall otherwise take all steps necessary to cause to be deposited, by wire transfer of a Trustee set forth immediately available funds, in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited trust with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until Stockholders, cash in an aggregate amount equal to the Closing Cash Consideration (such sums amount, the “Payment Fund”), which deposit shall be used solely and exclusively for purposes of paying the consideration specified in Section 2.8, and shall not be used to satisfy any other obligations of the Surviving Entity. (ii) At the close of business on the Business Day prior to the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no transfers of Shares that were outstanding immediately prior to the Effective Time. At any time following the date hereof, the Company may, but in any event, shall within three (3) Business Days following the Effective Time, mail or otherwise deliver to the Stockholders as of immediately prior to the Effective Time a Letter of Transmittal in the form attached hereto as Exhibit C. All portions of the Payment Fund, if any, payable to such Stockholders shall be paid in accordance with the provisions of this Agreement. (iii) Prior to such Holders or otherwise disposed making any payment with respect to any Shares hereunder, including any issuance of as herein provided and pay such sums to such Persons as herein provided. Any Parent Common Shares, the Paying Agent shall receive from such Stockholder a DOC ID - 32901658.22 33 copy of (i) a duly executed Letter of Transmittal, and (ii) an executed substitute Form W-9. If a duly executed Letter of Transmittal is delivered to the Paying Agent prior to the Effective Time, then the Paying Agent shall cause such applicable consideration to be paid to the applicable Stockholder in immediately available funds at the Closing. If a duly executed Letter of Transmittal is delivered to the Paying Agent following the Effective Time, then the Paying Agent shall cause such applicable consideration to be paid to the applicable Stockholder in immediately available funds within two (2) Business Days after such delivery and surrender. (iv) Until surrendered in accordance with this Section 2.10, each such Share (other than the Trustee may at any time resign Dissenting Shares to be cancelled in accordance with Section 2.11) shall represent solely the right to receive the Per Share Closing Cash Consideration and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal Per Share Closing Parent Stock Consideration, as well as a portion of any Paying Agent other than Deferred Payments attributable thereto. No Stockholder shall be entitled to any consideration contemplated herein unless and until such holder delivers the Trustee such Paying Agent shall pay overdocumentation required by Section 2.10(c). (v) None of Parent, assign and deliver any moneys held by it as Paying Agent to its successorthe Surviving Entity, the Equityholder Representative, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee or any of their respective Subsidiaries or Affiliates, shall notify the Certificateholders by mailing notice thereof be liable to their addresses appearing on the Certificate Registerany Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law.

Paying Agent. The Trustee hereby appoints Marine Midland Bank Paying Agent shall act as Paying Agentsuch and as Bond registrar and transfer agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointmentwhich may act by means of agents, shall signify its acceptance of the duties and obligations imposed upon it hereunder by this Agreement by its written instrument of acceptance deposited with addressed and delivered to the Trustee. Each such parties hereto under which the Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall will agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent willto: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bi) hold all sums held delivered to it by it the Trustee for the distribution payment of amounts due with respect principal (including sinking fund installments) of, premium, if any, and interest on the Bonds or paid to it by the Certificates Company or under a Liquidity Facility in trust for the benefit of the Holders entitled thereto Bondowners until such sums shall be paid to such Holders the Bondowners or otherwise disposed of as herein provided provided; (ii) hold all Bonds tendered to it hereunder in trust for the benefit of the respective Bondowners until moneys representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such Bondowners; (iii) hold all Liquidity Provider Bonds for the benefit of the Liquidity Provider until such Liquidity Provider Bonds shall have been remarketed by the Remarketing Agent or redeemed in the manner set forth in Section 307 and pay Article V and in the form of Bonds and any Liquidity Facility; (iv) hold all moneys delivered to it hereunder for the purchase of Bonds in trust for the benefit of the person or entity which shall have so delivered such sums moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such Persons person or entity; (v) keep such books and records as herein provided. Any shall be consistent with prudent industry practice and make such books and records, including the books of registration for the Bonds, available for inspection by the parties hereto, the Liquidity Provider, if any, and the Remarketing Agent, if any, at all reasonable times; (vi) promptly report to the Trustee all authentications of Bonds transferred, exchanged or remarketed and any information received by it concerning the names and addresses of Bondowners; and (vii) give all notices of the Paying Agent other than at the Trustee may at any time resign times and be discharged of in the duties and obligations created manner required by this Agreement and send to the Remarketing Agent, if any, copies of all such notices. The Paying Agent shall be entitled to the advice of counsel (who may be counsel for any party) and shall not be liable for any action taken in good faith in reliance on such advice. The Paying Agent may rely conclusively on any telephone or written notice, certificate or other document furnished to it under this Agreement and reasonably believed by it to be genuine. The Paying Agent shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed under this Agreement or omitted to be taken by it by reason of the lack of direction or instruction required for such action, or be responsible for the consequences of any error of judgment reasonably made by it. When any payment or other action by the Paying Agent is called for by this Agreement, it may defer such action pending receipt of such evidence, if any, as it may reasonably require in support thereof. A permissive right or power to act shall not be construed as a requirement to act. The Paying Agent shall not in any event be liable for the application or misapplication of funds, or for other acts or defaults, by any person, firm or Company except by their respective directors, officers, agents and employees. No recourse shall be had by the Company, the Authority, the Trustee, the Liquidity Provider, if any, or any Bondowner for any claim based on this Agreement or the Bonds against any director, officer, agent or employee of the Paying Agent unless such claim is based upon the bad faith, fraud or deceit of such person. For the purposes of this Agreement matters shall not be considered to be known to the Paying Agent unless they are known to an officer in its corporate trust division. The Company shall pay to the Paying Agent reasonable compensation for its services and pay or reimburse the Paying Agent for its reasonable expenses and disbursements, including reasonable attorney's fees, hereunder. The Company shall indemnify and save the Paying Agent harmless against any liabilities and reasonable expenses which it may incur in the exercise of its duties hereunder and which are not due to its negligence or bad faith. Any fees, expenses, reimbursements or other charges which the Paying Agent may be entitled to receive from the Company hereunder, if not paid when due, shall bear interest at the "base rate" of the Paying Agent (or, if none, the nearest equivalent). The Company may discharge the Paying Agent from time to time (upon not less than thirty days advance written notice, unless such discharge is for cause) and appoint a successor, but such removal shall not take effect until a successor approved in writing by the Bond Insurer has been appointed and has accepted the appointment. The Company shall also designate a successor if the Paying Agent resigns or becomes ineligible. The Paying Agent may resign by giving at least sixty (60) days days' written notice to the Trusteeparties hereto, but such resignation shall not take effect until a successor approved in writing by the Bond Insurer has been appointed and has accepted the appointment. Any such Each successor Paying Agent shall be a commercial bank or trust company having a capital and surplus of not less than $50,000,000, shall be registered as a transfer agent with the Securities and Exchange Commission, and shall be capable of performing the duties prescribed for it herein in Boston, Massachusetts or New York, New York. The Paying Agent may but need not be removed at any time by an instrument filed with such the same person as the Trustee. The Company shall give notice of the appointment of a successor Paying Agent signed by in writing to each Bondowner and the TrusteeBond Insurer. The Company will promptly certify to the Trustee that it has mailed such notice to all Bondowners, and such certificate will be conclusive evidence that such notice was given in the manner required hereby. In the event of the resignation or removal of any the Paying Agent other than Agent, the Trustee such Paying Agent shall pay over, transfer, assign and deliver any moneys and Bonds, including Liquidity Provider Bonds and unauthenticated Bonds, held by it, any Liquidity Facility (which transfer shall be made in accordance with the terms thereof), and the books of registry maintained by it as Paying Agent in such capacity to its successorsuccessor or, or if there be no successor, to the Trustee, who shall act in the capacity of Paying Agent until a successor is appointed. Upon Any Company, association, partnership or firm which succeeds to the appointmentbusiness of the Paying Agent as a whole or substantially as a whole, removal whether by sale, merger, consolidation or notice otherwise, shall thereby become vested with all the property, rights and powers of resignation the Paying Agent under this Agreement and shall be subject to all the duties and obligations of the Paying Agent under this Agreement. In the event that the Paying Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Paying Agent shall be taken under the control of any Paying Agentstate or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Authority or the Company, as the case may be, shall not have appointed its successor, the Trustee shall notify appoint a successor and, if no appointment is made within thirty (30) days, shall apply to a court of competent jurisdiction for such appointment. The Paying Agent shall send or cause to be sent notice to Bondowners of a change of address for the Certificateholders by mailing notice thereof to their addresses appearing on delivery of Bonds or notices or the Certificate Registerpayment of principal or purchase price of Bonds.

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Issuer hereby appoints Marine Midland Bank JPMorgan Chase Bank, N.A. as the initial Paying Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Paying Agent shall exercise due care in performing the functions of the Paying Agent for the Designated Securities. (c) The Paying Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Issuer and the Guarantor agree: (i) The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Issuer and the Guarantor for all services rendered by the Paying Agent, and the Issuer and the Guarantor promise to pay such compensation and to reimburse the Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Issuer and the Guarantor shall reasonably require. The Issuer and the Guarantor agree to indemnify the Paying Agent for, and to hold it harmless against, any and all loss, liability, damage, claims or expenses (including the costs and expenses of defending against any claim of liability) incurred by the Paying Agent that arises out of or in connection with its acting as Paying Agent hereunder, except such as may result from the negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Issuer and the Guarantor for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Paying Agent in reliance upon (1) the written opinion of counsel satisfactory to it and upon obtaining the prior written consent of the Issuer or the Guarantor or (2) written instructions from the Issuer and the Guarantor. The provisions of this paragraph shall survive the termination of this Supplemental Indenture. (ii) In acting under the Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of the Issuer and the Guarantor and does not assume any obligations to, or relationship of agency or trust for or with, any of the Holders of the Designated Securities. (iii) The Paying Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Designated Securities, any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and to have been approved or signed by the proper party or parties. (iv) The Paying Agent shall be obligated to perform only such duties as are herein specifically set forth and any duties necessarily incidental thereto, and no implied duties or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other communication from the Issuer or the Guarantor made or given by it under any provision of the Indenture shall be sufficient if signed by any proper officer or an authorized person of the Issuer or the Guarantor, as the case may be. (vi) The Paying Agent may, upon obtaining the prior written consent of the Issuer and the Guarantor, perform any duties hereunder either directly or by or through agents or attorneys, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (vii) Under no circumstances will any party to this Supplemental Indenture be liable to any other party to this Supplemental Indenture for any special, indirect, punitive or consequential loss or damage (including, but not limited to, the loss of business, goodwill, opportunity or profit) whether or not foreseeable and even if advised of the possibility of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise. (d) (i) The Paying Agent may at any time resign as Paying Agent by giving written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Issuer and the Guarantor, unless the Issuer and the Guarantor agree in writing to accept less notice. The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and the Guarantor by any proper officer or an authorized person thereof and specifying such removal and the date when it is intended to become effective, subject to (if such Paying Agent is not the Trustee) the written consent of the Trustee, which consent shall not be unreasonably withheld. Such resignation or removal shall take effect only upon the date of the appointment by the Issuer and the Guarantor, as hereinafter provided, of a successor Paying Agent. The Trustee may appoint one If within 60 days after notice of resignation or more other Paying Agents or removal has been given, a successor Paying Agents meeting Agent has not been appointed, the eligibility requirements Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent. A successor Paying Agent shall be appointed by the Issuer and the Guarantor by an instrument in writing signed on behalf of the Issuer and the Guarantor, as the case may be, by any proper officer or an authorized person thereof and the successor Paying Agent. Upon the appointment of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) successor Paying Agent and (vii) hereof. Each Paying Agent, immediately upon acceptance by it of such appointment, the Paying Agent so superseded shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each cease to be such Paying Agent other than hereunder. Upon its resignation or removal, the Trustee Paying Agent shall be entitled to the payment by the Issuer and the Guarantor of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder. (ii) Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor and to the Trustee Issuer and the Guarantor an instrument in which accepting such appointment hereunder, and thereupon such successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Paying Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall agree with the Trusteethereupon become obliged to transfer and deliver, subject to the provisions of Section 6.06, that and such successor Paying Agent will:shall be entitled to receive, copies of any relevant records maintained by such predecessor Paying Agent. (aiii) allocate all sums received for distribution to Any Person into which the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed merged or converted or with such which the Paying Agent signed may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Paying Agent shall be a party, or any Person succeeding to all or substantially all of the assets and business of the Paying Agent, or all or substantially all of the corporate trust business of the Paying Agent shall, to the extent permitted by applicable law and provided that it shall have an established place of business in The City of New York, be the successor Paying Agent under the Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion, consolidation or sale shall forthwith be given to the Issuer and the Guarantor within 30 days of such merger, conversion, consolidation or sale. (iv) Any notice required to be given by the Trustee. In the event of the resignation or removal of any Paying Agent to any other person hereunder other than the Trustee such Tax Certification Agent shall be given in accordance with Section 1.5 of the Original Indenture. Any notice required to be given to the Tax Certification Agent shall be delivered in person, sent by letter or communicated by telephone (subject, in the case of communication by telephone, to confirmation dispatched within twenty-four hours by letter), to the following address (or to any other address of which the Tax Certification Agent shall have notified the others in writing as herein provided): Acupay Systems, LLC, Attn: M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. Any notice to be given to the Paying Agent shall pay overbe delivered in person, assign and deliver any moneys held sent by it as Paying Agent letter or communicated by telephone (subject, in the case of communications by telephone, to its successor, or if there be no successorconfirmation dispatched within twenty-four hours by letter), to the Trusteefollowing address (or to any other address of which the Paying Agent shall have notified the others in writing): JPMorgan Chase Bank, N.A., 4 New York Plaza, 15th floor, New York, New York 10004, Attention: Worldwide Securities Services, facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. Upon Any notice hereunder given by telephone or letter shall be deemed to be received when in the appointmentordinary course of transmission or post, removal or notice of resignation of any Paying Agentas the case may be, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerit would be received.

Paying Agent. (a) The Trustee hereby appoints Marine Midland Bank Paying Agent shall have the revocable power to withdraw funds and make distributions to Noteholders from the appropriate account or accounts maintained for the benefit of Noteholders as Paying Agentspecified in this Indenture or the related Indenture Supplement for any Series. The Trustee Issuer may appoint one revoke such power and remove the Paying Agent if the Issuer determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Indenture in any material respect or more for other good cause. The Paying Agents Agent shall be permitted to resign upon 30 days' written notice to the Issuer. Upon the removal or successor Paying Agents meeting resignation of the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, the Issuer shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such appoint a successor to act as Paying Agent other than the Trustee (which successor shall execute and deliver be a bank or trust company). Any reference in this Indenture to the Trustee an instrument in which such Paying Agent shall agree with include any co-paying agent unless the context requires otherwise. The Issuer shall notify the Indenture Trustee, subject each Applicable Series Enhancer and the Rating Agencies of the removal or the resignation of any Paying Agent and the identity and location of the successor Paying Agent. (b) If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange or other stock exchange and such exchange shall so require, the Paying Agent shall, at the discretion of the Issuer, appoint a co-paying agent in Luxembourg or other city or country as may be required by such other stock exchange. The Paying Agent shall enter into an appropriate agency agreement with any co-paying agent not a party to this Indenture, which will implement the provisions of Section 6.06, this Indenture that relate to such agent. (c) The Paying Agent agrees that it will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bi) hold all sums held by it for the distribution payment of amounts due with respect to the Certificates Notes in trust for the benefit of the Holders Persons entitled thereto until such sums shall be paid to such Holders Persons or otherwise disposed of as herein provided provided, and pay such sums to such Persons as herein provided. Any ; (ii) give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent other than Agent; and (iv) comply with all requirements of the Trustee Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (d) The Issuer may at any time resign time, for the purpose of obtaining the satisfaction and be discharged discharge of this Indenture or for any other purpose, by Issuer Order direct the duties and obligations created by this Agreement by giving at least sixty (60) days written notice Paying Agent to pay to the Trustee. Any Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying Agent may be removed at any time and, upon such payment by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than to the Trustee Indenture Trustee, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent be released from all further liability with respect to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registersuch money.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting Shareholder Representative, the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) Purchaser and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to a paying agent agreement (the Trustee an instrument in which such “Paying Agent shall agree with Agreement”) no later than the TrusteeClosing Date, subject to substantially in the provisions form of Section 6.06, that such the paying agent agreement attached as Schedule 2.9(A) hereto. Under the Paying Agent will: Agreement the Paying Agent shall: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting act as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due paying agent and withholding agent with respect to the Certificates payment to the Shareholders, other than Shareholders of 102 Shares, and the holders of 3(i) Options, of the Closing Payment upon receipt by the Paying Agent of an executed copy of a letter of transmittal in trust the form attached hereto as Schedule 2.9(B) (the “Letter of Transmittal”) and such Shareholder’s certificate(s) representing such Shareholder’s Purchase Shares (or Share Certificate Affidavit in lieu) in accordance with this Agreement, or for holders of 3(i) Options an executed Optionholder Letter of Transmittal; (b) act as paying agent and withholding agent with respect to the payment to each Shareholder (other than Shareholders of 102 Shares) and the holders of 3(i) Options of any Aggregate Purchase Price Adjustment in accordance with Section 2.7.6 resulting in a payment thereto, if any; (c) act as paying agent and withholding agent with respect to the payment to each Shareholder (other than Shareholders of 102 Shares) and the holders of 3(i) Options of such person’s portion of any funds released from the Escrow Fund for the benefit of the Holders entitled thereto until Shareholders and the holders of 3(i) Options in accordance with this Agreement and the Escrow Agreement; (d) act as paying agent and withholding agent with respect to the payment to each Shareholder (other than Shareholders of 102 Shares) and the holders of 3(i) Options of such sums shall be paid to such Holders or otherwise disposed person’s portion of as herein provided any funds of the Expense Fund not ultimately required for payment of fees and pay such sums to such Persons as herein provided. Any expenses of the Shareholder Representative in accordance with Section 4.6; in each of (a) through (d), in accordance with the terms of this Agreement, the Paying Agent other than Agreement and the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In Waterfall, provided that in the event of conflict between this Agreement and the resignation or removal of any Paying Agent other than Agreement, the Trustee such terms of this Agreement shall prevail. The fees and expenses associated with the services of the Paying Agent shall pay over, assign and deliver any moneys held by it as be borne in accordance with the terms of the Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate RegisterAgreement.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may Whenever the Issuer shall appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall with respect to the Securities of any series, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will:this Section. (a) allocate that it will hold all sums received by it as such agent for distribution the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bIssuer or by any other obligor on the Securities of such series) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until of the Securities of such series or of the Trustee, (b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment of the principal of or interest on the Securities of such series when the same shall be due and payable, and (c) pay any such sums so held in trust by it to the Trustee upon the Trustee's written request at any time during the continuance of the failure referred to in clause (b) above. The Issuer will, on or prior to each due date of the principal of or interest on the Securities of such series, deposit with the Paying Agent a sum sufficient to pay such principal or interest so becoming due, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action. If the Issuer shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action. Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such Holders series by the Issuer or otherwise disposed of any Paying Agent hereunder, as herein provided and pay required by this Section, such sums to such Persons as herein provided. Any Paying Agent other than be held by the Trustee may at any time resign and be discharged of upon the duties and obligations created by trusts herein contained. Anything in this Agreement by giving at least sixty (60) days written notice Section to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by contrary notwithstanding, the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it agreement to hold sums in trust as Paying Agent to its successor, or if there be no successor, provided in this Section is subject to the Trustee. Upon the appointment, removal or notice provisions of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate RegisterSection 9.3 and 9.4.

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Issuer hereby appoints Marine Midland The Bank of New York as the initial Paying Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Paying Agent shall exercise due care in performing the functions of the Paying Agent for the Designated Securities. (c) The Paying Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Issuer and the Guarantor agree: (i) The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Issuer and the Guarantor for all services rendered by the Paying Agent, and the Issuer and the Guarantor promise to pay such compensation and to reimburse the Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Issuer and the Guarantor shall reasonably require. The Issuer and the Guarantor agree to indemnify the Paying Agent for, and to hold it harmless against, any and all loss, liability, damage, claims or expenses (including the costs and expenses of defending against any claim of liability) incurred by the Paying Agent that arises out of or in connection with its acting as Paying Agent hereunder, except such as may result from the negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Issuer and the Guarantor for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Paying Agent in reliance upon (A) the written opinion of counsel satisfactory to it and upon obtaining the prior written consent of the Issuer or the Guarantor or (B) written instructions from the Issuer and the Guarantor. The provisions of this paragraph shall survive the termination of this Supplemental Indenture. (ii) In acting under the Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of the Issuer and the Guarantor and does not assume any obligations to, or relationship of agency or trust for or with, any of the Holders of the Designated Securities. (iii) The Paying Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Designated Securities, any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and to have been approved or signed by the proper party or parties. (iv) The Paying Agent shall be obligated to perform only such duties as are herein specifically set forth and any duties necessarily incidental thereto, and no implied duties or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other communication from the Issuer or the Guarantor made or given by it under any provision of the Indenture shall be sufficient if signed by any proper officer or an authorized person of the Issuer or the Guarantor, as the case may be. (vi) The Paying Agent may, upon obtaining the prior written consent of the Issuer and the Guarantor, perform any duties hereunder either directly or by or through agents or attorneys, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (vii) Under no circumstances will any party to this Supplemental Indenture be liable to any other party to this Supplemental Indenture for any special, indirect, punitive or consequential loss or damage (including, but not limited to, the loss of business, goodwill, opportunity or profit) whether or not foreseeable and even if advised of the possibility of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise. (d) (i) The Paying Agent may at any time resign as Paying Agent by giving written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Issuer and the Guarantor, unless the Issuer and the Guarantor agree in writing to accept less notice. The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and the Guarantor by any proper officer or an authorized person thereof and specifying such removal and the date when it is intended to become effective, subject to (if such Paying Agent is not the Trustee) the written consent of the Trustee, which consent shall not be unreasonably withheld. Such resignation or removal shall take effect only upon the date of the appointment by the Issuer and the Guarantor, as hereinafter provided, of a successor Paying Agent. The Trustee may appoint one If within 60 days after notice of resignation or more other Paying Agents or removal has been given, a successor Paying Agents meeting Agent has not been appointed, the eligibility requirements Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent. A successor Paying Agent shall be appointed by the Issuer and the Guarantor by an instrument in writing signed on behalf of the Issuer and the Guarantor, as the case may be, by any proper officer or an authorized person thereof and the successor Paying Agent. Upon the appointment of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) successor Paying Agent and (vii) hereof. Each Paying Agent, immediately upon acceptance by it of such appointment, the Paying Agent so superseded shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each cease to be such Paying Agent other than hereunder. Upon its resignation or removal, the Trustee Paying Agent shall be entitled to the payment by the Issuer and the Guarantor of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder. (ii) Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor and to the Trustee Issuer and the Guarantor an instrument in which accepting such appointment hereunder, and thereupon such successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Paying Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall agree with the Trusteethereupon become obliged to transfer and deliver, subject to the provisions of Section 6.06, that and such successor Paying Agent will:shall be entitled to receive, copies of any relevant records maintained by such predecessor Paying Agent. (aiii) allocate all sums received for distribution to Any Person into which the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed merged or converted or with such which the Paying Agent signed may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Paying Agent shall be a party, or any Person succeeding to all or substantially all of the assets and business of the Paying Agent, or all or substantially all of the corporate trust business of the Paying Agent shall, to the extent permitted by applicable law and provided that it shall have an established place of business in The City of New York, be the successor Paying Agent under the Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion, consolidation or sale shall forthwith be given to the Issuer and the Guarantor within 30 days of such merger, conversion, consolidation or sale. (iv) Any notice required to be given by the Trustee. In the event of the resignation or removal of any Paying Agent to any person hereunder other than the Trustee such Tax Certification Agent shall be given in accordance with Section 1.5 of the Original Indenture. Any notice required to be given to the Tax Certification Agent shall be delivered in person, sent by letter or communicated by telephone (subject, in the case of communication by telephone, to confirmation dispatched within twenty-four hours by letter), to the following address (or to any other address of which the Tax Certification Agent shall have notified the others in writing as herein provided): Acupay System LLC, Attn: M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. Any notice to be given to the Paying Agent shall pay overbe delivered in person, assign and deliver any moneys held sent by it as Paying Agent letter or communicated by telephone (subject, in the case of communications by telephone, to its successor, or if there be no successorconfirmation dispatched within twenty-four hours by letter), to the Trusteefollowing address (or to any other address of which the Paying Agent shall have notified the others in writing): The Bank of New York, 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 4E, New York, New York 10286, Attention: Global Corporate Trust. Upon Any notice hereunder given by telephone or letter shall be deemed to be received when in the appointmentordinary course of transmission or post, removal or notice of resignation of any Paying Agentas the case may be, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerit would be received.

Paying Agent. (a) The Trustee hereby appoints Marine Midland Bank Paying Agent shall have the revocable power to withdraw funds and make distributions to Noteholders from the appropriate account or accounts maintained for the benefit of Noteholders as Paying Agentspecified in this Indenture or the related Indenture Supplement for any Series. The Trustee Issuer may appoint one revoke such power and remove the Paying Agent if the Issuer determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Indenture in any material respect or more for other good cause. The Paying Agents Agent shall be permitted to resign upon 30 days’ written notice to the Issuer. Upon the removal or successor Paying Agents meeting resignation of the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, the Issuer shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such appoint a successor to act as Paying Agent other than the Trustee (which successor shall execute and deliver be a bank or trust company). Any reference in this Indenture to the Trustee an instrument in which such Paying Agent shall agree with include any co-paying agent unless the context requires otherwise. The Issuer shall notify the Indenture Trustee, subject each Applicable Series Enhancer and the Rating Agencies of the removal or the resignation of any Paying Agent and the identity and location of the successor Paying Agent. (b) If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange or other stock exchange and such exchange shall so require, the Paying Agent shall, at the discretion of the Issuer, appoint a co-paying agent in Luxembourg or other city or country as may be required by such other stock exchange. The Paying Agent shall enter into an appropriate agency agreement with any co-paying agent not a party to this Indenture, which will implement the provisions of Section 6.06, this Indenture that relate to such agent. (c) The Paying Agent agrees that it will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bi) hold all sums held by it for the distribution payment of amounts due with respect to the Certificates Notes in trust for the benefit of the Holders Persons entitled thereto until such sums shall be paid to such Holders Persons or otherwise disposed of as herein provided provided, and pay such sums to such Persons as herein provided. Any ; (ii) give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent other than Agent; and (iv) comply with all requirements of the Trustee Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (d) The Issuer may at any time resign time, for the purpose of obtaining the satisfaction and be discharged discharge of this Indenture or for any other purpose, by Issuer Order direct the duties and obligations created by this Agreement by giving at least sixty (60) days written notice Paying Agent to pay to the Trustee. Any Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying Agent may be removed at any time and, upon such payment by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than to the Trustee Indenture Trustee, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent be released from all further liability with respect to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registersuch money.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution Prior to the Holders Effective Time, Parent shall designate an agent reasonably acceptable to the Company (the “Paying Agent”) for the holders of Certificates for Shares in connection with the Merger and to receive the funds to which it is acting as holders of Shares shall become entitled pursuant to Section 2.1(c). Prior to the Effective Time, Parent or the Purchaser shall make available to the Paying Agent on each Remittance Date among such Holders in the proportion specified aggregate Merger Consideration. Such funds shall be invested by the Trustee; andPaying Agent as directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. (b) hold all sums held Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of Shares, whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a customary letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing the Shares (the “Certificates”) shall pass, only upon delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and (y) the distribution Person requesting such payment shall have paid any transfer and other taxes required by reason of amounts due the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not required to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration, without interest thereon. (c) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II. (d) At any time following six months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Certificates in trust for Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the benefit of foregoing, neither the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than Surviving Corporation nor the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay overbe liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, assign and deliver any moneys held by it as Paying Agent to its successor, escheat or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registersimilar law.

Paying Agent. (a) Each of the Lenders hereby irrevocably appoints the Paying Agent as its agent and authorizes the Paying Agent to take such actions on its behalf, including execution of the other Financing Documents, and to exercise such powers as are delegated to the Paying Agent by the terms of the Financing Documents, together with such actions and powers as are reasonably incidental thereto. Each of the Company and the Lenders acknowledges and agrees that the terms of this Section 21 shall apply to the Paying Agent acting as Paying Agent under each Financing Document. (b) If the Paying Agent becomes a Lender, the Person serving as the Paying Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Paying Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any of its Subsidiaries or other Affiliate thereof as if it were not the Paying Agent hereunder. (c) The Trustee hereby appoints Marine Midland Bank Paying Agent shall not have any duties or obligations except those expressly set forth in the Financing Documents. Without limiting the generality of the foregoing, (i) the Paying Agent shall not be subject to any fiduciary or other implied duties, regardless of whether any Event of Default has occurred and is continuing, (ii) the Paying Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the Person serving as Paying Agent or any of its Affiliates in any capacity. For purposes of clarity, and without limitation, phrases such as “satisfactory to the Paying Agent”, “approved by the Paying Agent”, “acceptable to the Paying Agent”, “as determined by the Paying Agent”, “in the Paying Agent’s discretion”, “selected by the Paying Agent”, “requested by the Paying Agent” and phrases of similar import authorize and permit the Paying Agent to approve, disapprove, determine, act or decline to act in its discretion. With regards to any action or refusal to act that involves discretion, the Paying Agent shall be entitled to refrain from any act or the taking of any action hereunder or under any of the Financing Documents or from the exercise of any power or authority vested in it hereunder or thereunder unless and until the Paying Agent shall have received satisfactory instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 18), and if necessary, satisfactory indemnification, and shall not be liable for any such delay in acting. The Paying Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 18). The Paying Agent shall not be liable or responsible for any action taken or omitted to be taken by it under any Financing Document except for its own negligence or willful misconduct or its breach of its obligations under this Agreement or any other Financing Document as a result of its negligence or willful misconduct. The Paying Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to a Responsible Officer of the Paying Agent by the Company or a Lender, and the Paying Agent shall not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in or in connection with any Financing Document, (2) the contents of any certificate, report or other document delivered hereunder or in connection with any Financing Document, (3) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Financing Document, (4) the validity, enforceability, effectiveness or genuineness of any Financing Document or any other agreement, instrument or document, or (5) the satisfaction of any condition set forth in Section 4 or elsewhere in any Financing Document, other than to confirm receipt of items expressly required to be delivered to the Paying Agent. (d) The Paying Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Paying Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Paying Agent shall not be deemed to know of any default of the covenants of the other parties hereunder or Event of Default unless a Responsible Officer of the Paying Agent has actual knowledge or written notice of such default or Event of Default. (e) The Paying Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents or designees appointed by the Paying Agent. The Paying Agent and any such sub-agent or designee may perform any and all its duties and exercise its rights and powers through their respective Affiliates. The exculpatory provisions and indemnifications set forth in this Agreement shall apply to any such sub-agent, designee and to the Affiliates of the Paying Agent and any such sub-agent or designee, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Paying Agent. The Trustee may appoint one Paying Agent shall not be responsible for the actions of any such sub-agent or more other Paying Agents or designee appointed with due care. (f) Subject to the appointment and acceptance of a successor Paying Agents meeting Agent as provided in this paragraph, the eligibility requirements Paying Agent may resign at any time by notifying the Lenders and the Company. Upon any such resignation, the Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Lenders and shall have accepted such appointment within 30 days after the retiring Paying Agent gives notice of its resignation, then the retiring Paying Agent may, on behalf of the Lenders, appoint a successor Paying Agent or petition a court of competent jurisdiction (at the expense of the Company) for the appointment of a Trustee set forth in Section 12.06 (i)successor Paying Agent. Upon the acceptance of its appointment as Paying Agent hereunder by a successor, (ii)such successor shall succeed to and become vested with all the rights, (iii)powers, (iv), (v) privileges and (vii) hereof. Each duties of the retiring Paying Agent, immediately upon such appointment, and the retiring Paying Agent shall signify be discharged from its acceptance of the duties and obligations imposed upon it hereunder. The fees payable by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver Company to the Trustee an instrument in which such a successor Paying Agent shall agree with be the Trusteesame as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Paying Agent’s resignation hereunder, subject to the provisions of this Section 6.0621, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders Sections 16, 22.7 and 22.8 shall continue in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust effect for the benefit of such retiring Paying Agent, its sub agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Paying Agent. (g) Each Lender acknowledges that it has, independently and without reliance upon the Holders entitled thereto until Paying Agent or any other Lender and based on such sums documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Paying Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Financing Document or related agreement or any document furnished hereunder or thereunder. (h) The permissive authorizations, entitlements, powers and rights (including, but not limited to, the right to request that the Company take an action or deliver a document) granted to the Paying Agent herein shall not be paid construed as duties. The Paying Agent shall not be deemed a party to, and shall not be subject to the terms of, any agreement among the other parties hereto to which it is not a party. The Paying Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or any Financing Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any Financing Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Financing Document. The Paying Agent is authorized to obey and comply, in any manner it or its counsel deems appropriate, with all writs, order, judgments, awards, decrees issued or process entered by any court or arbitral tribunal with respect to this Agreement and if the Paying Agent so complies, it shall not be liable to any party or to any other Person notwithstanding that any such Holders writ, order, judgment, award, decree or process may be subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without competent jurisdiction. No provision of this Agreement shall require the Paying Agent to take any action or inaction or to expend or risk its own funds or otherwise disposed incur any liability in the performance of as herein provided and pay any of its duties hereunder or in the exercise of any of its rights or powers, if it shall believe that repayment of such sums funds or adequate indemnity against such risk or liability is not assured to such Persons as herein providedit. Any In no event shall the Paying Agent other than be liable, directly or indirectly, for any special, indirect, punitive or consequential damages, even if the Trustee may at any time resign and be discharged Paying Agent has been advised of the duties possibility of such damages and regardless of the form of action. In no event shall the Paying Agent be responsible or liable for any failure or delay in the performance of its obligations created by this Agreement by giving at least sixty hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (60software and hardware) days written notice to the Trusteeservices. Any such The Paying Agent may request that the Company and/or each of the Lenders deliver a certificate setting forth the name of the individuals and/or titles of officers authorized at such time to take specific actions pursuant to this Agreement and shall be removed at any time by an instrument filed with entitled to conclusively rely upon such Paying Agent signed certificate until a new certificate is received by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of If a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Series Supplement provides for a Paying Agent other than the Trustee shall execute and deliver with respect to the Trustee an instrument in which such Paying Agent shall agree with the Trusteeapplicable Series, then, subject to the provisions of Section 6.06, that any contrary provision in such Paying Agent willSeries Supplement: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Such Paying Agent on each Remittance Date among shall separately in respect of such Holders in the proportion specified Series maintain a record of all Bearer Debt Securities of such Series and of their redemption, payment, exchange, forfeiture, cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement, and make all such records available for inspection at all reasonable times by the Trustee; andIssuer. (b) hold all sums held The Issuer may from time to time deliver to such Paying Agent Definitive Bearer Debt Securities of such Series for cancellation, whereupon the Paying Agent shall forward the same to the Trustee for cancellation. The Issuer may from time to time deliver to such Paying Agent an interim Global Bearer Debt Security or a permanent Global Bearer Debt Security of such Series with instructions to cancel a specified aggregate principal amount of the Debt Securities represented thereby whereupon the Paying Agent shall note or cause to be noted on the Schedule to such Global Bearer Debt Security the aggregate principal amount of Debt Securities so cancelled and the remaining principal amount of such Global Bearer Debt Security thereof and shall acknowledge and confirm such notation by its signature or certification of the same. (c) As soon as practicable after each date on which Debt Securities of such Series are cancelled or forwarded to the Trustee for cancellation in accordance with Section 2.8(b) or otherwise under this Indenture, and after each date on which the Bearer Debt Securities of such Series become due for redemption, the Paying Agent shall notify the Trustee and the Issuer in writing (on the basis of the information available to it) of the serial number of such Bearer Debt Securities so cancelled or forwarded to the Trustee for cancellation, and the serial numbers of any Bearer Debt Securities of such Series against presentation or surrender of which payment has been made, and of the serial numbers of any Bearer Debt Securities of such Series which have not yet been presented or surrendered for payment. (d) Such Paying Agent will forward to the Trustee for cancellation each Global Bearer Debt Security and Definitive Bearer Debt Security of such Series (where there is no principal amount thereof remaining) delivered to it for cancellation in accordance with Section 2.8(b) or otherwise under this Indenture and will as soon as reasonably practicable furnish to the distribution Issuer, the related Registrar and the Trustee a certificate specifying the serial numbers of amounts due the Global Bearer Debt Securities and Definitive Bearer Debt Securities in numerical sequence so forwarded to the Trustee for cancellation. (e) Such Paying Agent shall, at the request of the Holder of any Bearer Debt Security of such Series, issue voting certificates (including block, global or omnibus voting certificates) and voting instructions in a form and manner which comply with the provisions of this Indenture (subject to such regulations and procedures with respect to the Certificates in trust for same as may be established and agreed to from time to time by the benefit of Issuer, the Holders entitled thereto until Trustee and such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein providedPaying Agent). Any Such Paying Agent other than the Trustee may at any time resign shall keep a full record of voting certificates and be discharged of the duties voting instructions issued by it and obligations created by this Agreement by giving at least sixty (60) days written notice will give to the Trustee. Any Issuer not less than 24 hours before the time appointed for any meeting or adjourned meeting full particulars of all voting certificates and voting instructions issued by it in respect of such meeting or adjourned meeting. (f) Such Paying Agent may be removed at any time by an instrument filed shall make payments of principal, premium, if any, interest and other amounts, if any, in respect of Bearer Debt Securities of such Series in accordance with the Principal Terms of such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee Bearer Debt Securities, provided that such Paying Agent shall pay overnot be obliged (but shall be entitled) to make such payments if it is not able to establish that it has received from the Issuer (whether or not at the due time) the full amount of such payment. (g) Such Paying Agent shall not exercise any lien, assign and deliver right of set-off or similar claim against any moneys held Person to whom it makes any payment under Section 2.8(f) above in respect of such payment, nor shall any commission or expense be charged by it as such Paying Agent to its successor, or if there be no successor, any such Person in respect of such payment. (h) The Issuer shall provide to the Trustee. Upon the appointment, removal or notice such Paying Agent for distribution: (i) specimen Bearer Debt Securities of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.such Series in definitive form; and

Paying Agent. The Trustee hereby appoints Marine Midland Bank as On the Closing Date and prior to the filing of the Certificate of Merger, Parent shall deposit, or shall cause to be deposited, with a paying agent selected by Parent with the Company’s prior approval (the “Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i”), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Record Holders entitled thereto until such sums shall be paid (other than Record Holders to such Holders the extent they hold the Dissenting Shares or otherwise disposed the Excluded Shares), a cash amount in immediately available funds equal to the aggregate Merger Consideration payable in respect of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent all Shares other than the Trustee may at any time resign Dissenting Shares and be discharged of the duties and obligations created by this Agreement by giving at least sixty Excluded Shares (60) days written notice to such aggregate amount as deposited with the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee “Exchange Fund”). As used in this Article IV, the term “Record Holder” means, with respect to any Shares, a Person who was, immediately prior to the Effective Time, the holder of record of such Shares. If a Dissenting Stockholder effectively withdraws its demand for, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall notify make available or cause to be made available to the Certificateholders Paying Agent additional funds in an amount equal to the product of (i) the number of the Dissenting Shares for which the Dissenting Stockholder has withdrawn its demand for, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the Merger Consideration. The Paying Agent shall invest the cash portion of the Exchange Fund as directed by mailing notice thereof Parent; provided that Parent shall ensure that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the aggregate Merger Consideration payable under Section 4.1(a) shall be promptly returned to their addresses appearing on the Certificate RegisterSurviving Corporation. To the extent that there are any losses with respect to any such investments, or the Exchange Fund diminishes for any reason below the level required for the Paying Agent to make prompt cash aggregate payment of the Merger Consideration under Section 4.1(a), Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to make such aggregate payment of the Merger Consideration under Section 4.1(a). Any portion of the Merger Consideration deposited with the Paying Agent pursuant to this Section 4.2(a) in respect of Dissenting Shares shall be returned to Parent upon demand.

Paying Agent. (a) The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent shall act as paying agent in effecting the exchange of cash for Company Units pursuant to Section 2.06. At or after the Effective Time, each Unitholder (other than the Trustee Blockers and the Direct Seller) shall execute and deliver to the Trustee an instrument in which Company a duly executed Letter of Transmittal (including the Form W-9 or Form W-8, as applicable, attached thereto) to surrender the Company Units held by such Unitholder. On the Closing Date or, with respect to any Company Units that have not been surrendered to the Company on the Closing Date, one Business Day after surrender of such Company Units, the Paying Agent shall agree pay each Unitholder that has surrendered his, her or its Company Units with a duly executed and completed Letter of Transmittal, the Trusteeamount of cash to which he, subject she or it is entitled under Section 2.06. Until so surrendered and exchanged by delivery of a Letter of Transmittal in accordance with this Section 2.07(a), each such Company Unit shall represent solely the right to receive the respective portion of the Unitholders’ Merger Consideration into which such Company Unit shall have been converted pursuant to Section 2.06, and neither the Paying Agent nor the Surviving Company shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. Notwithstanding anything to the provisions of Section 6.06contrary, that such the Paying Agent will: (a) allocate all sums received shall not be liable to any Unitholder for distribution any portion of the Unitholders’ Merger Consideration delivered to the Holders of Certificates for which it a Governmental Body if such delivery is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; andrequired pursuant to any applicable abandoned property, escheat or similar Law. (b) hold all sums held Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.07(a) (and any interest or other income earned thereon) that remains unclaimed by it the Unitholders twelve (12) months after the Effective Time, will be returned to the Purchaser, upon demand, and any such Unitholder who has not exchanged such Company Units for the distribution of amounts due Merger Consideration in accordance with respect Section 2.07(a) prior to that time will thereafter look only to the Certificates in trust Purchaser and the Surviving Company for the benefit payment of the Holders entitled thereto until Merger Consideration in respect of such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at Company Units without any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerinterest thereon.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as At or prior to the Effective Time, Parent shall deposit or cause to be deposited to an independent paying agent selected by Parent with the Company's prior written approval, which shall not be unreasonably withheld (the "Paying Agent"), an amount in cash equal to the aggregate Per Share Merger Consideration payable pursuant to Section 4.1(a) (such cash being hereinafter referred to as the "Exchange Fund"). The Trustee may Paying Agent agreement pursuant to which Parent shall appoint one the Paying Agent shall be in form and substance reasonably acceptable to the Company. Exchange Procedures. Promptly after the Effective Time (and in any event within three Business Days), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or more other Paying Agents or successor Paying Agents meeting the eligibility requirements affidavits of a Trustee set forth loss in lieu thereof as provided in Section 12.06 (i4.2(e), (ii), (iii), (iv), (v) and (vii) hereof. Each to the Paying Agent, immediately upon such appointmentletter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, shall signify its acceptance and (ii) instructions for use in effecting the surrender of the duties and obligations imposed upon it Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) in exchange for the aggregate Per Share Merger Consideration for the number of Shares represented by this Agreement by written instrument such Certificates. Upon surrender of acceptance deposited a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) to the Paying Agent in accordance with the Trusteeterms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to (x) the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) multiplied by (y) the Per Share Merger Consideration, and the Certificate so surrendered shall forthwith be cancelled. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent No interest will be paid or accrued on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts any amount payable upon due with respect to the Certificates in trust for the benefit surrender of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the TrusteeCertificates. In the event of a transfer of ownership of Shares that is not registered in the resignation or removal transfer records of the Company, a check for any Paying Agent other than cash to be exchanged upon due surrender of the Trustee Certificate may be issued to such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or transferee if there be no successor, the Certificate formerly representing such Shares is presented to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. Transfers. From and after the Trustee Effective Time, there shall notify the Certificateholders by mailing notice thereof to their addresses appearing be no transfers on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate Registeris presented to the Surviving Corporation, Parent or the Paying Agent for transfer, it shall be cancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled pursuant to this Article IV.

Paying Agent. The Trustee Each Lender hereby appoints Marine Midland Bank the Paying Agent to act as its agent for the purposes set forth in this Agreement and the Swap and irrevocably authorizes the Paying Agent to exercise such powers as are specifically delegated to it hereunder or are reasonably incidental thereto and to take, or refrain from taking, such actions as agent on its behalf as are delegated to the Paying Agent by the terms hereof. The Paying Agent shall administer all payments and shall keep the loan amount and record of all inflows and outflows of Japanese Royalties and all payments to the Swap Provider and the Lenders in respect of the Swap and the Loans at their respective accounts as shown on the Loan Registry maintained by the Paying Agent. The Trustee may appoint one Paying Agent shall maintain the Loan Registry as the book-entry system to record the ownership of the Loans, and the Paying Agent shall record all assignments and transfers of ownership of the Loans pursuant to an assignment as permitted hereunder. The Paying Agent shall provide Southland with a complete list of record ownership from the Loan Registry. The Paying Agent shall give Notices to the Lenders and the Swap Provider from time to time as required herein and in the Collateral Sharing Agreement, and the Paying Agent shall process requests for any amendment or more waiver of this Agreement or of any other agreement relating to this transaction for which approval of the Creditors (or a portion thereof) is required. In performing its functions and duties under this Agreement, the Paying Agents Agent shall act solely as agent for the Lenders and shall not assume nor be deemed to have assumed any obligation or successor relationship of agency or trust with Southland or any other party to an agreement relating to this transaction. For the benefit of the Paying Agents meeting Agent, each Lender hereby makes each of the eligibility requirements of a Trustee set forth representations and warranties contained in Section 12.06 subsections (i), (ii), (iii), (iv), (v) and (viiiii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders paragraph 7 contained in the proportion specified by Confirmation (as defined therein) governing the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate RegisterSwap.

Paying Agent. The Trustee hereby appoints Marine Midland Bank accepts appointment as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereofAgents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06this Indenture, that such Paying Agent will: (a) allocate all sums received for distribution payments to the Holders of Certificates Bonds for which it is acting as Paying Agent on each Remittance Payment Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution payment of amounts due with respect to the Certificates Bonds in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee Trustee, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate RegisterHolders of Bonds in accordance with Section 1.06.

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Company hereby appoints Marine Midland The Bank of New York Mellon, as the initial Paying Agent. Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Trustee may appoint one or more other Paying Agents or successor Agent shall exercise due care in performing the functions of the Paying Agents meeting Agent for the eligibility requirements of a Trustee Designated Securities. (c) The Paying Agent accepts its obligations set forth in Section 12.06 herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Company agrees: (i), (ii), (iii), (iv), (v) and (vii) hereof. Each The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Company for all services rendered by the Paying Agent, immediately upon and the Company promises to pay such appointment, shall signify its acceptance of compensation and to reimburse the duties Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and obligations imposed upon expenses) properly incurred by it by this Agreement by written instrument of acceptance deposited in connection with the Trusteeservices rendered by it hereunder upon receipt of such invoices as the Company shall reasonably require. Each such The Company agrees to indemnify the Paying Agent other than (which for purposes of this subsection shall include its directors, officers, employees and agents) for, and to hold it harmless against, any and all loss, liability, damage, claims or reasonable expenses (including the Trustee shall execute costs and deliver to expenses of defending against any claim of liability) properly incurred by the Trustee an instrument in which such Paying Agent shall agree that arises out of or in connection with the Trustee, subject to the provisions of Section 6.06, that such its appointment as Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is or its acting as Paying Agent on each Remittance Date among hereunder, except such Holders as has been determined by 12 a court of competent jurisdiction in a final, non-appealable order, to have resulted from the proportion specified negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Trustee; and (b) hold all sums held Company for, or in respect of, any action taken or omitted by it for in good faith in reliance upon written instructions from the distribution Company. The provisions of amounts due with respect to this paragraph shall survive the Certificates in trust for the benefit termination of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided this Sixth Supplemental Indenture and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any the Paying Agent. (ii) In acting under the Indenture and in connection with the Designated Securities, the Paying Agent other than is acting solely as agent of the Trustee such Company and does not assume any fiduciary duty towards any person or any obligations to, or relationship of agency or trust for or with, any of the Holders of the Designated Securities. (iii) The Paying Agent shall pay over, assign be protected and deliver shall incur no liability for or in respect of any moneys held action taken or omitted to be taken or anything suffered by it as in reliance upon the terms of the Designated Securities or any document, including any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or security (whether in original or facsimile form), believed by it to be genuine and to have been signed or presented by the proper party or parties. (iv) The duties and obligations of the Paying Agent to shall be determined solely by the express provisions of the Indenture, and the Paying Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in the Indenture, and no implied covenants or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed). (vi) The Paying Agent may, upon obtaining the prior written consent of the Company (which consent shall not be unreasonably withheld) perform any duties hereunder either directly or by or through agents or attorneys not regularly in its successoremploy, and the Paying Agent shall not be responsible for any misconduct or if there be no successornegligence on the part of any such agent or attorney appointed with due care by it hereunder. (vii) Sections 7.2(c), 7.2(e), 7.2(i) and 7.2(j) of the Base Indenture are also deemed applicable to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution Prior to the Holders Effective Time, Parent shall designate an agent reasonably acceptable to the Company (the "Paying Agent") for the holders of Certificates for Shares in connection with the Merger and to receive the funds to which it is acting as holders of Shares shall become entitled pursuant to Section 2.1(c). Prior to the Effective Time, Parent or the Purchaser shall make available to the Paying Agent on each Remittance Date among such Holders in the proportion specified aggregate Merger Consideration. Such funds shall be invested by the Trustee; andPaying Agent as directed by Parent or the Surviving Corporation, in its sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. (b) hold all sums held Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a customary letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and (y) the distribution Person requesting such payment shall have paid any transfer and other taxes required by reason of amounts due the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not required to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration, without interest thereon. (c) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II. (d) At any time following six months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Certificates in trust for Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the benefit of foregoing, neither the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than Surviving Corporation nor the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay overbe liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, assign and deliver any moneys held by it as Paying Agent to its successor, escheat or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registersimilar law.

Paying Agent. The Trustee hereby appoints Marine Midland Bank Prior to the Effective Time, Parent shall designate a U.S.-based nationally recognized financial institution reasonably acceptable to the Company to act as agent (the “Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v”) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders holders of Shares to receive the Merger Consideration to which such holders shall become entitled thereto until such sums pursuant to this Agreement (if any). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Aggregate Common Stock Consideration (the “Exchange Fund”). The Exchange Fund shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than for the Trustee may at any time resign and be discharged benefit of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice holders of Shares that are entitled to receive the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the TrusteeMerger Consideration. In the event the Exchange Fund is insufficient to make the payments contemplated by this ARTICLE II, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds, an amount in cash sufficient to make such payments. Funds made available to the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay overbe invested by the Paying Agent, assign as directed by Parent, in short-term obligations of, or short-term obligations fully guaranteed as to principal and deliver any moneys held interest by, the United States of America with maturities of no more than thirty (30) days, pending payment thereof by it as the Paying Agent to its successorthe holders of Shares pursuant to this ARTICLE II; provided that no investment of such deposited funds shall relieve Parent, the Surviving Corporation or if there be no successorthe Paying Agent from promptly making the payments required by this ARTICLE II, and following any losses from any such investment, Parent shall promptly deposit with the Paying Agent by wire transfer of immediately available funds, for the benefit of the holders of Shares (other than Excluded Shares), an amount in cash equal to the Trusteeamount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Paying Agent to make the payments contemplated by this ARTICLE II. Upon Any interest or income produced by such investments will be payable to Sub, Parent or otherwise, as Parent directs. Parent shall direct the appointmentPaying Agent to hold the Exchange Fund for the benefit of the persons entitled to Merger Consideration in accordance with Section 2.01 and to make payments from the Exchange Fund in accordance with this Section 2.02. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Section 2.02, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerexcept as expressly provided for in this Agreement.

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Company hereby appoints Marine Midland The Bank of New York Mellon, acting through its London Branch, as the initial Paying Agent. Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Trustee may appoint one or more other Paying Agents or successor Agent shall exercise due care in performing the functions of the Paying Agents meeting Agent for the eligibility requirements of a Trustee Designated Securities. (c) The Paying Agent accepts its obligations set forth in Section 12.06 herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Company agrees: (i), (ii), (iii), (iv), (v) and (vii) hereof. Each The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Company for all services rendered by the Paying Agent, immediately upon and the Company promises to pay such appointment, shall signify its acceptance of compensation and to reimburse the duties Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and obligations imposed upon expenses) properly incurred by it by this Agreement by written instrument of acceptance deposited in connection with the Trusteeservices rendered by it hereunder upon receipt of such invoices as the Company shall reasonably require. Each such The Company agrees to indemnify the Paying Agent other than (which for purposes of this subsection shall include its directors, officers, employees and agents) for, and to hold it harmless against, any and all loss, liability, damage, claims or reasonable expenses (including the Trustee shall execute costs and deliver to expenses of defending against any claim of liability) properly incurred by the Trustee an instrument in which such Paying Agent shall agree that arises out of or in connection with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is its acting as Paying Agent on each Remittance Date among hereunder, except such Holders in as may result from the proportion specified negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Trustee; andCompany for, or in respect of, any action taken or omitted by it in good faith in reliance upon written instructions from the Company. The provisions of this paragraph shall survive the termination of this Fourth Supplemental Indenture and the resignation or removal of the Paying Agent. (bii) hold all sums held by it for In acting under the distribution Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of amounts due with respect to the Certificates in Company and does not assume any obligations to, or relationship of agency or trust for the benefit or with, any of the Holders entitled thereto until such sums of the Designated Securities. (iii) The Paying Agent shall be paid protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Designated Securities or any document, including any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or security (whether in original or facsimile form), believed by it to be genuine and to have been signed or presented by the proper party or parties. (iv) The duties and obligations of the Paying Agent shall be determined solely by the express provisions of the Indenture, and the Paying Agent shall not be liable except for the performance of such Holders duties and obligations as are specifically set forth in the Indenture, and no implied covenants or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed). (vi) The Paying Agent may, upon obtaining the prior written consent of the Company (which consent shall not be unreasonably withheld) perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder. (vii) Sections 7.2(c), 7.2(e), 7.2(i) and 7.2(j) of the Base Indenture are also deemed applicable to the Paying Agent. (viii) None of the provisions hereunder shall require the Paying Agent to expend or risk its own funds or otherwise disposed incur personal financial liability in the performance of as herein provided and pay any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that the repayment of such sums funds or adequate indemnity against such liability is not reasonably assured to such Persons as herein provided. Any it. (ix) In no event shall the Paying Agent other than be responsible or liable for any failure or delay in the Trustee performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; it being understood that the Paying Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (d) (i) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Agreement as Paying Agent by giving at least sixty (60) days written notice to the TrusteeCompany of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Company, unless the Company agrees in writing to accept less notice. Any such The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Company by any proper officer or an authorized person thereof and specifying such removal and the date when it is intended to become effective (such date shall not be earlier than 60 days after the receipt of such instrument filed with by the Paying Agent, unless otherwise agreed by the parties), subject to (if such Paying Agent signed by is not also the Trustee. In ) the event written consent of the Trustee, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 3.6(d)(i), such resignation or removal shall take effect only upon the date of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held appointment by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.Company,

Paying Agent. The Trustee (i) Administrative Agent hereby appoints Marine Midland Bank ▇▇▇▇▇ Fargo Bank, National Association as the initial Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting All payments of amounts due and payable in respect of the eligibility requirements Secured Obligations that are to be made from amounts withdrawn from the Collection Account pursuant to Section 4(c) shall be made on behalf of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Borrowers by Paying Agent, immediately upon such appointmentin accordance with the written instruction of Administrative Agent pursuant to Section 4(c). On the Facility Termination Date, shall signify its acceptance of the duties and obligations imposed upon it all funds then held by any Paying Agent under this Agreement by written instrument shall, upon demand of acceptance deposited with the Trustee. Each such Paying Borrowers, be paid to Administrative Agent other than the Trustee shall execute to be held and deliver applied according to the Trustee an instrument in which Section 4(c), and thereupon such Paying Agent shall agree be released from all further liability with respect to such funds. (ii) On each Remittance Date, Borrowers shall pay to Paying Agent the TrusteePaying Agent Fee pursuant to Section 4(c)(i). (iii) Paying Agent hereby agrees that, subject to the provisions of this Section 6.0618(a), that such Paying Agent willit shall: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bA) hold all any sums held by it for the distribution payment of amounts due with respect to the Certificates Secured Obligations in trust for the benefit of the Holders Persons entitled thereto until such sums shall be paid to such Holders Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying ; (B) give Administrative Agent other than notice of any default by any Borrower of which it has actual knowledge in the Trustee may making of any payment required to be made with respect to the Secured Obligations; (C) at any time resign during the continuance of any Event of Default, upon the written instruction of Administrative Agent (a copy of which shall be provided by Administrative Agent to Borrower Representative), forthwith pay to Administrative Agent any sums due to Administrative Agent so held in trust by Paying Agent; and (D) provide to Lenders such information as is required to be delivered under the Code or any State law applicable to the particular Paying Agent, relating to payments made by Paying Agent under this Agreement. (iv) Any successor paying agent shall be appointed by Administrative Agent, subject to providing notice thereof to Lenders and Borrower Representative. Administrative Agent and Borrower Representative shall mutually agree in writing on the fees required to engage the services of any such successor paying agent to the extent that such fees exceed those paid to the prior Paying Agent and upon such mutual agreement, such approved fee shall constitute the Paying Agent Fee. (v) Borrowers shall indemnify Paying Agent and its officers, directors, employees and agents (each, a “PA Party” and collectively, the “PA Parties”) for, and hold them harmless against, any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) incurred in connection with or arising out of (A) the performance of its obligations under and in accordance with this Agreement, including without limitation the costs and expenses of (x) investigating any claim or allegation relating to the exercise or performance of any of its powers or duties under this Agreement, and (y) preparing for, and prosecuting or defending itself against any investigation, dispute or legal proceeding, whether pending or threatened, related to any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement; (B) pursuing enforcement (including without limitation by means of any action, claim, or suit brought by Paying Agent for such purpose) of any indemnification or other obligation of Borrowers (the indemnification afforded under this subclause (B) to include, without limitation, any legal fees, costs and expenses incurred by Paying Agent in connection therewith), and (C) the gross negligence, willful misconduct or actual fraud of any Borrower in the performance of its duties hereunder, except in each case to the extent any such loss, liability or expense results from the gross negligence, willful misconduct or actual fraud of Paying Agent or any PA Party (in each case, as determined by a court of competent jurisdiction or as otherwise agreed to by the parties). All such amounts shall be discharged payable in accordance with Section 4(c). In the event any such indemnity amounts are distributed to Paying Agent from the Collection Account pursuant to Section 4(c) prior to deposit by Borrowers of such indemnity amounts therein, the obligation of reimbursement by Borrowers with respect to such indemnity amounts will instead be payable to the Collection Account. The foregoing indemnification shall survive the termination of this Agreement. (vi) Paying Agent shall be liable in accordance herewith only to the extent of the duties obligations specifically undertaken by Paying Agent in such capacity herein. No implied covenants or obligations shall be read into this Agreement against Paying Agent, and obligations created no permissive right or privilege of Paying Agent shall be construed as a duty. In the absence of gross negligence, fraud or willful misconduct on the part of Paying Agent, Paying Agent may conclusively rely and shall be protected in relying upon the truth of any statements and written direction or instruction and the correctness of the opinions expressed in any certificates or opinions furnished to Paying Agent pursuant to and conforming to the requirements of this Agreement. In no event shall Paying Agent be liable for any special, indirect, consequential or punitive damages, even if Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (vii) Paying Agent shall not be liable for (A) an error of judgment made in good faith by one of its officers; or (B) any action taken, suffered or omitted to be taken in good faith in accordance with or believed by it to be authorized or within the discretion or rights or powers conferred by this Agreement by giving or at least sixty the direction of Administrative Agent relating to the exercise of any power conferred upon Paying Agent under this Agreement, in each case, unless it shall be proved that Paying Agent shall have been grossly negligent in ascertaining the pertinent facts or have acted with actual fraud or willful misconduct. (60viii) days Paying Agent shall not be charged with knowledge of any Default, Event of Default or Early Amortization Trigger unless a Responsible Officer of Paying Agent obtains actual knowledge of such event or Paying Agent receives written notice of such event from Borrowers or Administrative Agent, as the case may be. (ix) Without limiting the generality of this Section 17(a), Paying Agent shall have no duty (A) to record, file or deposit this Agreement or any agreement referred to herein or prepare or file any financing statement or continuation statement evidencing a security interest in the Collateral, or maintain any such recording, filing or depositing or to subsequently record, re-file or redeposit any of the same, (B) to pay or discharge any Taxes, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Assets, (C) to confirm, recalculate or verify the contents, accuracy or completeness of any reports or certificates of Administrative Agent or Calculation Agent delivered to Paying Agent pursuant to this Agreement believed by Paying Agent to be genuine and to have been signed or presented by the proper party or parties or (D) to ascertain or inquire as to the Trusteeperformance or observance of any of Borrowers’ representations, warranties or covenants under this Agreement or any other Facility Document. (x) Paying Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require Paying Agent to perform, or be responsible for the manner of performance of, any of the obligations of Borrowers under this Agreement. (xi) Paying Agent may conclusively rely in good faith and shall be protected in acting or refraining in good faith from acting upon any resolution, any certificate of a Responsible Officer of Administrative Agent, any Periodic Remittance Report, any certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (xii) Paying Agent may consult with nationally recognized counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by Paying Agent in good faith and in accordance therewith. In connection with any request that Paying Agent take any action or refrain from taking any action outside the scope of this Agreement, Paying Agent shall be entitled to request and conclusively rely upon, and shall be protected in acting or refraining from acting upon, an officer’s certificate or opinion of counsel. Any opinion of counsel requested by Paying Agent shall be an expense of Borrower. (xiii) Paying Agent shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Facility Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of Administrative Agent pursuant to the provisions of this Agreement, unless Administrative Agent, on behalf of the Indemnified Parties, shall have offered to Paying Agent security or indemnity reasonably satisfactory to Paying Agent against the costs, expenses and liabilities that may be incurred therein or thereby. (xiv) Paying Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Administrative Agent; provided, that if the payment within a reasonable time to Paying Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of Paying Agent, not reasonably assured by Borrowers, Paying Agent may require indemnity reasonably satisfactory to Paying Agent from Lenders against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by Borrowers. (xv) Paying Agent shall not be responsible for the acts or omissions of Administrative Agent, Calculation Agent (unless the same entity is then acting as Calculation Agent and Paying Agent), Borrowers, any Lenders or any other Person. (xvi) Any Person into which Paying Agent may be removed merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which to Paying Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of Paying Agent, shall be the successor of Paying Agent under this Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (xvii) Paying Agent does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the SF Properties or the Collateral. (xviii) Paying Agent is authorized, in its good faith discretion, to disregard any and all notices or instructions given by any other party hereto or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court entered or issued with or without jurisdiction. If any property subject hereto is at any time attached, garnished or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by an instrument filed with any court order, or in case any order, judgment or decree shall be made or entered into by any court affecting such property or any part thereof, then and in any of such events Paying Agent signed is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree with which it is advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, writ, judgment or decree it shall not be liable to any other party hereto or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree maybe subsequently reversed, modified, annulled, set aside or vacated. (xix) Paying Agent may: (A) terminate its obligations as Paying Agent under this Agreement (subject to the terms set forth herein) upon at least thirty (30) days’ prior written notice to Borrower Representative, Lenders and Administrative Agent; provided, however, that, without the consent of Administrative Agent, such resignation shall not be effective until a successor paying agent acceptable to Administrative Agent shall have accepted appointment as Paying Agent, pursuant hereto and shall have agreed to be bound by the Trusteeterms of this Agreement; or (B) be removed upon at least thirty (30) days’ prior written notice (or such shorter period as shall be acceptable to Paying Agent) by Administrative Agent, delivered to Paying Agent, Lenders and Borrower Representative; provided, however, that without the consent of Administrative Agent, such removal shall not be effective until a successor paying agent acceptable to Administrative Agent shall have accepted appointment as Paying Agent pursuant hereto and shall have agreed to be bound by the terms of this Agreement. In the event of such termination or removal, Administrative Agent shall make reasonable efforts to appoint a successor paying agent. If, however, a successor paying agent is not appointed by Administrative Agent within ninety (90) days after the giving of such notice of resignation, Paying Agent may petition a court of competent jurisdiction for the appointment of a successor paying agent, and the costs of such petition shall be paid by Borrowers. (xx) Any successor paying agent appointed pursuant hereto shall execute, acknowledge, and deliver to Administrative Agent, Borrower Representative and to the predecessor Paying Agent an instrument accepting such appointment under this Agreement. Thereupon, the resignation or removal of any Paying Agent other than the Trustee such predecessor Paying Agent shall pay overbecome effective and such successor paying agent, assign without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor as Paying Agent under this Agreement, with like effect as if originally named as Paying Agent. The predecessor Paying Agent shall, upon payment of its outstanding fees and expenses, deliver any moneys to the successor paying agent all documents and statements and monies held by it as under this Agreement; and Administrative Agent and the predecessor Paying Agent to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor paying agent all such rights, powers, duties, and obligations. (xxi) In the event Paying Agent’s appointment hereunder is terminated without cause, Administrative Agent shall (A) reimburse Paying Agent for the reasonable out-of-pocket expenses of Paying Agent incurred in transferring any funds in its successor, or if there be no successor, possession to the Trustee. Upon successor paying agent and (B) if such termination occurs on or prior to the appointment, removal or notice first anniversary of resignation the appointment of any such Paying Agent, pay to the Trustee shall notify terminated Paying Agent a termination fee equal to the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerunearned prorated portion of Paying Agent Fee for that first year. (xxii) Borrower Parties hereby agree, in connection with an appointment of a s

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Issuer hereby appoints Marine Midland The Bank of New York as the initial Paying Agent. Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Trustee may appoint one or more other Paying Agents or successor Agent shall exercise due care in performing the functions of the Paying Agents meeting Agent for the eligibility requirements of a Trustee Designated Securities. (c) The Paying Agent accepts its obligations set forth in Section 12.06 herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Issuer and the Guarantor agree: (i), (ii), (iii), (iv), (v) The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Issuer and (vii) hereof. Each the Guarantor for all services rendered by the Paying Agent, immediately upon and the Issuer and the Guarantor promise to pay such appointment, shall signify its acceptance of compensation and to reimburse the duties Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and obligations imposed upon expenses) incurred by it by this Agreement by written instrument of acceptance deposited in connection with the Trusteeservices rendered by it hereunder upon receipt of such invoices as the Issuer and the Guarantor shall reasonably require. Each such The Issuer and the Guarantor agree to indemnify the Paying Agent other than for, and to hold it harmless against, any and all loss, liability, damage, claims or expenses (including the Trustee shall execute costs and deliver to expenses of defending against any claim of liability) incurred by the Trustee an instrument in which such Paying Agent shall agree that arises out of or in connection with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is its acting as Paying Agent on each Remittance Date among hereunder, except such Holders in as may result from the proportion specified negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Trustee; andIssuer and the Guarantor for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Paying Agent in reliance upon (1) the written opinion of counsel satisfactory to it and upon obtaining the prior written consent of the Issuer or the Guarantor or (2) written instructions from the Issuer and the Guarantor. The provisions of this paragraph shall survive the termination of this Supplemental Indenture. (bii) hold all sums held by it for In acting under the distribution Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of amounts due with respect to the Certificates in Issuer and the Guarantor and does not assume any obligations to, or relationship of agency or trust for the benefit or with, any of the Holders entitled thereto until such sums of the Designated Securities. (iii) The Paying Agent shall be paid protected and shall incur no liability for or in respect of any action taken or omitted to such Holders be taken or otherwise disposed anything suffered by it in reliance upon the terms of as herein provided the Designated Securities, any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and pay such sums to such Persons as herein provided. Any have been approved or signed by the proper party or parties. (iv) The Paying Agent shall be obligated to perform only such duties as are herein specifically set forth and any duties necessarily incidental thereto, and no implied duties or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other than communication from the Trustee Issuer or the Guarantor made or given by it under any provision of the Indenture shall be sufficient if signed by any proper officer or an authorized person of the Issuer or the Guarantor, as the case may be. (vi) The Paying Agent may, upon obtaining the prior written consent of the Issuer and the Guarantor, perform any duties hereunder either directly or by or through agents or attorneys, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (vii) Under no circumstances will any party to this Supplemental Indenture be liable to any other party to this Supplemental Indenture for any special, indirect, punitive or consequential loss or damage (including, but not limited to, the loss of business, goodwill, opportunity or profit) whether or not foreseeable and even if advised of the possibility of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise. (d) (i) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Agreement as Paying Agent by giving at least sixty (60) days written notice to the TrusteeIssuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Issuer and the Guarantor, unless the Issuer and the Guarantor agree in writing to accept less notice. Any such The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and the Guarantor by any proper officer or an instrument filed with authorized person thereof and specifying such removal and the date when it is intended to become effective, subject to (if such Paying Agent signed by is not the Trustee. In ) the event written consent of the Trustee, which consent shall not be unreasonably withheld. Such resignation or removal shall take effect only upon the date of any the appointment by the Issuer and the Guarantor, as hereinafter provided, of a successor Paying Agent. If within 60 days after notice of resignation or removal has been given, a successor Paying Agent other than has not been appointed, the Trustee Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent. A successor Paying Agent shall be appointed by the Issuer and the Guarantor by an instrument in writing signed on behalf of the Issuer and the Guarantor, as the case may be, by any proper officer or an authorized person thereof and the successor Paying Agent. Upon the appointment of a successor Paying Agent and acceptance by it of such appointment, the Paying Agent so superseded shall cease to be such Paying Agent hereunder. Upon its resignation or removal, the Paying Agent shall pay overbe entitled to the payment by the Issuer and the Guarantor of its compensation, assign if any is owed to it, for services rendered hereunder and deliver any moneys held to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerhereunder.

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Company hereby appoints Marine Midland The Bank of New York Mellon, London Branch as the initial Paying Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Paying Agent shall exercise due care in performing the functions of the Paying Agent for the Designated Securities. (c) The Paying Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Company agrees: (i) The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Company for all services rendered by the Paying Agent, and the Company promises to pay such compensation and to reimburse the Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) properly incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Company shall reasonably require. The Company agrees to indemnify the Paying Agent for, and to hold it harmless against, any and all loss, liability, damage, claims or reasonable expenses (including the costs and expenses of defending against any claim of liability) properly incurred by the Paying Agent that arises out of or in connection with its acting as Paying Agent hereunder, except such as may result from the negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Company for, or in respect of, any action taken or omitted by it in good faith in reliance upon written instructions from the Company. The provisions of this paragraph shall survive the termination of this First Supplemental Indenture. (ii) In acting under the Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of the Company and does not assume any obligations to, or relationship of agency or trust for or with, any of the Holders of the Designated Securities. (iii) The Paying Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Designated Securities resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties. (iv) The duties and obligations of the Paying Agent shall be determined solely by the express provisions of the Indenture, and the Paying Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in the Indenture, and no implied covenants or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed). (vi) The Paying Agent may, upon obtaining the prior written consent of the Company (which consent shall not be unreasonably withheld) perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder. (i) The Paying Agent may at any time resign as Paying Agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Company, unless the Company agrees in writing to accept less notice. The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Company by any proper officer or an authorized person thereof and specifying such removal and the date when it is intended to become effective (such date shall not be earlier than 60 days after the receipt of such instrument, unless otherwise agreed by the parties), subject to (if such Paying Agent is not the Trustee) the written consent of the Trustee, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 2.5(d)(i), such resignation or removal shall take effect only upon the date of the appointment by the Company, as hereinafter provided, and the acceptance thereof, of a successor Paying Agent. The Trustee may appoint one If within 30 days after notice of resignation or more other Paying Agents or removal has been received, a successor Paying Agents meeting Agent has not been appointed, the eligibility requirements Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent at the Company’s cost as per Section 2.5(c)(i) herein. A successor Paying Agent shall be appointed by the Company by an instrument in writing signed on behalf of the Company by any proper officer or an authorized person thereof and the successor Paying Agent. Upon the appointment of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) successor Paying Agent and (vii) hereof. Each Paying Agent, immediately upon acceptance by it of such appointment, the Paying Agent so superseded shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each cease to be such Paying Agent other than hereunder. Upon its resignation or removal, the Trustee Paying Agent shall be entitled to the payment by the Company of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable and properly incurred out-of-pocket expenses incurred in connection with the services rendered by it hereunder, including the fees and expenses of its counsel. (ii) Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor and to the Trustee Company an instrument in which accepting such appointment hereunder, and thereupon such successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Paying Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall agree with the Trusteethereupon become obliged to transfer and deliver, subject to the provisions of Section 6.06, that and such successor Paying Agent will:shall be entitled to receive, copies of any relevant records maintained by such predecessor Paying Agent. (aiii) allocate all sums received for distribution to Any Person into which the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed merged or converted or with such which the Paying Agent signed by may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay overbe a party, assign or any Person succeeding to all or substantially all of the assets and deliver business of the Paying Agent, or all or substantially all of the corporate trust business of the Paying Agent shall, to the extent permitted by applicable law and provided that it shall have an established place of business in New York, New York, be the successor Paying Agent under the Indenture without the execution or filing of any moneys held paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion, consolidation or sale shall forthwith be given to the Company within 30 days of such merger, conversion, consolidation or sale. (iv) Any notice required to be given by it as the Paying Agent to its successorany other Person hereunder shall be given in accordance with Section 13.5 of the Indenture. Any notice to be given to the Paying Agent shall be delivered in person, sent by letter or if there be no successorcommunicated by telephone (subject, in the case of communications by telephone, to confirmation dispatched within twenty-four hours by letter), to the Trusteefollowing address (or to any other address of which the Paying Agent shall have notified the others in writing): Corporate Trust Administration, The Bank of New York Mellon, London Branch, Corporate Trust Services, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Upon Any notice hereunder given by telephone or letter shall be deemed to be received when in the appointmentordinary course of transmission or post, removal or notice of resignation of any Paying Agentas the case may be, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerit would be received.

Paying Agent. (a) The Trustee Lender hereby appoints Marine Midland Bank ▇▇▇▇▇ Fargo Bank, N.A. as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon and authorizes the Paying Agent to take such appointmentactions and to exercise such powers and perform such duties as are expressly delegated to the Paying Agent by the terms hereof, shall signify its acceptance together with such other powers as are reasonably incidental thereto. All payments of amounts due and payable in respect of the duties and obligations imposed upon it Obligations that are to be made from amounts withdrawn from the Collection Account pursuant to this Loan Agreement shall be made on behalf of the Borrowers by this Agreement by written instrument of acceptance deposited the Paying Agent, in accordance with the Trustee. Each express terms of this Loan Agreement, or otherwise pursuant to the written instruction of the Lender (which may be in electronic form) received no later than 4:00 p.m. (New York City time) one (1) Business Day prior to such Payment Date. (b) On each Payment Date, the Borrowers shall pay to the Paying Agent the Paying Agent Fee and any other than the Trustee shall execute regularly scheduled fees and deliver expenses due and payable to the Trustee an instrument Paying Agent hereunder pursuant to Section 3.05(b) or Section 3.05(c), as applicable. Following the Termination Date, or while any Event of Default has occurred, if Lender directs the Paying Agent in which such writing to disburse funds from the Collection Account in a manner contrary to Section 3.05(c), Paying Agent shall agree disburse funds in accordance with such instructions, and thereupon the Trustee, Paying Agent shall be released from all further liability with respect to such funds (and the Lender shall apply such funds in the manner applicable to proceeds of Collateral as provided in Section 4.06). (c) The Paying Agent hereby agrees that subject to the provisions of this Section 6.0611.01, that such Paying Agent willit shall: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bi) hold all any sums held by it for the distribution payment of amounts due with respect to the Certificates Obligations in trust for the benefit of the Holders Persons entitled thereto until such sums shall be paid to such Holders Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than ; (ii) give the Trustee may Lender notice of any default by the Borrowers of which a Responsible Officer has actual knowledge in the making of any payment required to be made with respect to the Obligations, together with a copy of such notice posted to the Platform; (iii) at any time resign and be discharged during the continuance of any such default, upon the written instruction of the duties Lender (a copy of which shall be provided by the Lender to the Borrowers), forthwith pay to the Lender any sums so held in trust by such Paying Agent; (iv) immediately resign as Paying Agent and forthwith pay to the Lender any sums held by it in trust for the payment of the Obligations if the Lender so requests in writing at any time after the Paying Agent ceases to be a Qualified Institution; (v) comply with all requirements of the Code and any applicable State law with respect to the withholding from any payments made by it in respect of any Obligations of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; and (vi) provide to the Lender such information as is required to be delivered under the Code or any State law applicable to the Paying Agent, relating to payments made by the Paying Agent under this Loan Agreement. (d) If the Paying Agent shall at any time receive instructions from the Lender that conflict with instructions of the Borrowers or any other party to this Loan Agreement and the conflict between such instructions cannot be resolved by reference to the terms of this Loan Agreement or consultation with the Lender, the Paying Agent shall be entitled to rely solely on the instructions of the Lender. (e) Any successor paying agent shall be appointed by the Lender; provided that any successor paying agent shall be, at the time of such appointment, a Qualified Institution. (f) The Paying Agent may: (i) terminate its obligations created by as Paying Agent under this Loan Agreement by giving (subject to the terms set forth herein) upon at least 30 days’ prior written notice to the Borrowers and the Lender (together with a copy of such notice posted to the Platform); provided, however, that, without the consent of the Lender, such resignation shall not be effective until a successor paying agent acceptable to the Lender and, so long as no Event of Default has occurred, the Borrowers, and to whose appointment the Lender does not object within five (5) Business Days after the Lender is notified thereof (or such shorter period in which the Lender may consent thereto), shall have accepted appointment as Paying Agent pursuant hereto and shall have agreed to be bound by the terms of this Loan Agreement and a new Collection Account shall have been established by such successor (together with procedures for directing all deposits to the Collection Account to such new account); or (ii) be removed upon at least 30 days’ prior written notice (or such shorter period as shall be acceptable to the Paying Agent) by the Lender, delivered to the Paying Agent and the Borrowers. In the event of such termination or removal, the Lender shall make reasonable efforts to appoint a successor paying agent and, so long as no Event of Default has occurred, with the consent of the Borrowers; provided, however, if a successor paying agent is not appointed by the Lender within sixty (60) days written after the giving of such notice to of resignation, the Trustee. Any such Paying Agent may petition a court of competent jurisdiction for the appointment of a successor paying agent, and the costs and expenses associated with such petition shall be removed at any time by an expense of the Borrowers. (g) Any successor paying agent appointed pursuant hereto shall execute, acknowledge, and deliver to the Lender and to the predecessor Paying Agent an instrument filed with accepting such Paying Agent signed by the Trusteeappointment under this Loan Agreement. In the event of Thereupon, the resignation or removal of the predecessor Paying Agent shall become effective and such successor paying agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor as Paying Agent under this Loan Agreement, with like effect as if originally named as Paying Agent. The predecessor Paying Agent shall upon payment of all fees and expenses payable to such Paying Agent pursuant to this Loan Agreement, deliver to the successor paying agent, or as otherwise directed by the Lender, all documents and statements and monies held by it under this Loan Agreement, and the Lender and the predecessor Paying Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor paying agent all such rights, powers, duties, and obligations. In all events, after resignation or removal of the Paying Agent is effective, all Income or other amounts received by such Paying Agent from Loan Parties shall be received in trust for the benefit of the Lender, acting for the Secured Parties, and shall be promptly delivered to, or as directed by, the Lender. The Borrowers shall reasonably cooperate with any such transition to a successor paying agent, including by executing such modifications to the Loan Documents as are reasonably necessary to accommodate and effect such transition without impairment of the Lender’s security interests in the Collateral. (h) In the event the Paying Agent’s appointment hereunder is terminated without cause (by a party other than the Paying Agent), the Borrowers shall reimburse the Paying Agent for the reasonable out-of-pocket expenses of the Paying Agent incurred in effecting the transfer of its duties to the successor paying agent. (i) The Paying Agent shall be entitled to indemnification from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including litigation costs and reasonable attorneys’ fees and expenses) which may at any time (including at any time following the payment of the obligations under this Agreement, including the Advances outstanding) be imposed on, incurred by or asserted against the Paying Agent in connection with or arising out of (i) the performance of its obligations under and in accordance with this Agreement, including without limitation the costs and expenses of (A) investigating any claim or allegation relating to the exercise or performance of any of its powers or duties under this Agreement, and (B) preparing for, and prosecuting or defending itself against any investigation, legal proceeding, whether pending or threatened, related to any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement; (ii) pursuing enforcement (including without limitation by means of any action, claim, or suit brought by the Paying Agent for such purpose) of any indemnification or other obligation of the Borrower (the indemnification afforded under this subclause (ii) to include, without limitation, any reasonable legal fees, costs and expenses incurred by the Paying Agent in connection therewith); provided, that the Paying Agent shall not be entitled to the payment of any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Paying Agent resulting from its own gross negligence, or willful misconduct (in each case, as determined by a court of competent jurisdiction or as otherwise agreed to by the parties). In no event shall the Paying Agent be liable for any punitive, special, consequential, or indirect damages (including, without limitation, lost profits) even if advised of the likelihood of such loss or damage and regardless of the form of action. Paying Agent shall be entitled to be paid any Paying Agent other than the Trustee such Indemnity Amounts pursuant to Section 3.05. Any amounts payable to Paying Agent shall pay over, assign and deliver any moneys held by it as pursuant to this Section 11.01(i) that are not Paying Agent Indemnity Amounts shall not be payable pursuant to its successorSection 3.05 but shall be paid by Borrowers to Paying Agent in accordance with Section 3.04(b). The provisions of this Section shall survive the payment of the Advances, the termination of this Agreement, and any resignation or if there be no successorremoval of the Paying Agent. (j) The rights, protections, immunities and indemnities afforded to the Trustee. Upon Paying Agent hereunder shall apply to the appointment, removal or notice Paying Agent in the performance of resignation of its duties under any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof Loan Document to their addresses appearing on the Certificate Register.which it is a party

Paying Agent. (a) The Trustee hereby appoints Marine Midland Bank as Paying Agent shall establish and maintain a Payment Account, which shall be a separate trust account (unless the Securities Administrator is the Paying Agent, in which case, the Certificate Account may be the Payment Account) and an Eligible Account, in which the Securities Administrator shall cause to be deposited from funds in the Certificate Account or, to the extent required hereunder, from its own funds at or before 10:00 a.m., New York time, on the Business Day preceding each Distribution Date, by wire transfer of immediately available funds, an amount equal to the Pool Distribution Amount. The Securities Administrator may cause the Paying Agent to invest the funds in the Payment Account. Any such investment shall be in Eligible Investments, which shall mature not later than the Business Day preceding the related Distribution Date (unless the Eligible Investments are obligations of the institution that maintains such account, in which case such Eligible Investments shall mature not later than the Distribution Date), and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Securities Administrator and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Payment Account by the Securities Administrator out of its own funds immediately as realized. The Paying Agent may withdraw from the Payment Account any amount deposited in the Payment Account that was not required to be deposited therein and may clear and terminate the Payment Account pursuant to Section 9.01. (b) [________________] is hereby appointed as initial Paying Agent to make distributions to Certificateholders and to make available to Certificateholders the Distribution Date Statements and the annual statements required by Section 4.04. The Trustee may appoint one may, at any time, remove or more other Paying Agents or successor Paying Agents meeting replace the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent[, immediately upon such appointmentother than ▇▇▇▇▇ Fargo Bank for so long as ▇▇▇▇▇ Fargo Bank is acting as the Securities Administrator. If ▇▇▇▇▇ Fargo Bank is no longer acting as Securities Administrator,] the Securities Administrator shall pay, shall signify from its acceptance own funds, the reasonable compensation of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such any Paying Agent [other than the ▇▇▇▇▇ Fargo Bank]. The Trustee shall cause any Paying Agent [that is not ▇▇▇▇▇ Fargo Bank] to execute and deliver to the Trustee an instrument (a “Paying Agent Agreement”) in which such Paying Agent shall agree agrees with the Trustee, subject to the provisions of Section 6.06, Trustee that such Paying Agent willshall: (ai) allocate hold all sums received amounts remitted to it by the Securities Administrator for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates Certificateholders in trust for the benefit of the Holders entitled thereto Certificateholders until such sums shall be paid amounts are distributed to such Holders Certificateholders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than ; (ii) give the Trustee may notice of any default by the Securities Administrator in remitting any required amount; (iii) at any time resign and be discharged during the continuance of any such default, upon the written request of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice Trustee, forthwith pay to the Trustee. Any Trustee all amounts held in trust by such Paying Agent may be removed at any time by an instrument filed Agent; and (iv) provide to the Securities Administrator the assessment of compliance and accountants report provided for in Section 3.04 with such Paying Agent signed by respect to the Trustee. In Servicing Criteria set forth in Item 1122(d) of Regulation AB applicable to the event duties of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. (a) The Trustee hereby appoints Marine Midland Bank as Paying Agent shall establish and maintain a Payment Account, which shall be a separate trust account (unless the Master Servicer is the Paying Agent, in which case, the Certificate Account may be the Payment Account) and an Eligible Account, in which the Master Servicer shall cause to be deposited from funds in the Certificate Account or, to the extent required hereunder, from its own funds (i) at or before 10:00 a.m., New York time, on the Business Day preceding each Distribution Date, by wire transfer of immediately available funds, any Periodic Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m., New York time, on the Business Day preceding each Distribution Date, by wire transfer of immediately available funds, an amount equal to the Pool Distribution Amount. The Master Servicer may cause the Paying Agent to invest the funds in the Payment Account. Any such investment shall be in Eligible Investments, which shall mature not later than the Business Day preceding the related Distribution Date (unless the Eligible Investments are obligations of the institution that maintains such account, in which case such Eligible Investments shall mature not later than the Distribution Date), and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Payment Account by the Master Servicer out of its own funds immediately as realized. The Paying Agent may withdraw from the Payment Account any amount deposited in the Payment Account that was not required to be deposited therein and may clear and terminate the Payment Account pursuant to Section 9.01. (b) Wells Fargo Bank is hereby appointed as initial Paying Agent to make ▇▇▇▇▇ibutions to Certificateholders and to make available to Certificateholders the Distribution Date Statements and the annual statements required by Section 4.04. The Trustee may appoint one may, at any time, remove or more other Paying Agents or successor Paying Agents meeting replace the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointmentother than Wells Fargo Bank, for so long as Wells Fargo Bank is acting as the Ma▇▇▇▇ Servicer. If Wells Fargo Ban▇ ▇▇ no longer acting as Master Servicer, the Master S▇▇▇▇▇er shall signify pay, from its acceptance own funds, the reasonable compensation of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such any Paying Agent other than the Wells Fargo Bank. The Trustee shall cause any Paying Age▇▇ ▇▇at is not U.S. Bank National Association or Wells Fargo Bank to execute and deliver to the Trustee an instrument (▇ "▇aying Agent Agreement") in which such Paying Agent shall agree agrees with the Trustee, subject to the provisions of Section 6.06, Trustee that such Paying Agent willshall: (ai) allocate hold all sums received amounts remitted to it by the Master Servicer for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates Certificateholders in trust for the benefit of the Holders entitled thereto Certificateholders until such sums shall be paid amounts are distributed to such Holders Certificateholders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than ; (ii) give the Trustee may notice of any default by the Master Servicer in remitting any required amount; (iii) at any time resign and be discharged during the continuance of any such default, upon the written request of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice Trustee, forthwith pay to the Trustee. Any Trustee all amounts held in trust by such Paying Agent may be removed at any time by an instrument filed Agent; and (iv) provide to the Master Servicer the assessment of compliance and accountants report provided for in Section 3.11 with such Paying Agent signed by respect to the Trustee. In Servicing Criteria set forth in Item 1122(d) of Regulation AB applicable to the event duties of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as (a) Prior to the Effective Time, Parent shall engage a nationally-recognized financial institution reasonably satisfactory to the Shareholder Representatives (the “Paying Agent. The Trustee may appoint one or more ”) to serve as the paying agent for the Merger and the other transactions contemplated by this Agreement pursuant to a Paying Agents or successor Agent Agreement, in a form reasonably acceptable to the Paying Agents meeting Agent, Parent, the eligibility requirements Company and the Shareholder Representatives, to be entered into by and among Parent, the Shareholder Representatives and the Paying Agent (the “Paying Agent Agreement”). (b) In order for a Shareholder to receive payment from the Paying Agent for such Shareholder’s shares of a Trustee set forth in Section 12.06 Company Capital Stock, such Shareholder shall be required to provide the Paying Agent (i) a duly executed letter of transmittal in the form as Parent, the Shareholder Representatives and the Paying Agent shall specify (“Letter of Transmittal”), (ii)) an executed Form W-9 or the appropriate series of Form W-8, as applicable, and (iii)) either the applicable stock certificate(s) or an affidavit of lost stock certificate and indemnity agreement in the form attached to the Letter of Transmittal. (c) In order for a Vested Optionholder to receive payment in connection with such Vested Optionholder’s Company Vested Options, (iv), (v) and (vii) hereof. Each such Vested Optionholder shall be required to provide the Paying Agent, immediately upon such appointment(i) an executed Option Termination Agreement in the form attached hereto as Exhibit C and (ii) an executed Form W-9 or the appropriate series of Form W-8, shall signify its acceptance as applicable (or other applicable form). (d) If the Paying Agent determines that any of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with items referenced in Sections 1.9(b) or 1.9(c) do not appear to have been properly completed or executed, the Trustee. Each such Paying Agent will consult with Parent and the Shareholder Representatives and follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected, provided that Parent and the Shareholder Representatives will consider in good faith waiving any irregularity if there is no material risk of Loss to the parties in connection therewith. (e) If payment or delivery is to be made to a Person other than the Trustee Person in whose name a Company stock certificate so surrendered is registered, it shall execute be a condition of payment that the Company stock certificate so surrendered be properly endorsed or otherwise in proper form for transfer, that the signatures on the Company stock certificate or any related stock power be properly guaranteed and deliver that the Person requesting such payment either pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Company stock certificate so surrendered or establish to the Trustee an instrument in which satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. (f) After the Effective Time, there shall be no transfers of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. (g) Any portion of the amounts that have not been distributed by the Paying Agent upon termination of the Paying Agent Agreement, if any, shall agree be released and remitted by the Paying Agent to Parent, and any Shareholders or Vested Optionholders who have not theretofore complied with the Trustee, requirements hereunder and under the Paying Agent Agreement will thereafter look only to Parent (subject to the provisions abandoned property, escheat and other similar legal requirements) as a general creditor for payment of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it their claim for the distribution of amounts due same, with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to be paid only upon compliance by such Persons as herein provided. Any Person with the delivery requirements set forth in this Section 1.9 and in the Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate RegisterAgreement.

Paying Agent. The Issuer hereby designates the Trustee hereby appoints Marine Midland Bank to serve as Paying Agent. The Trustee Issuer, at the direction of the Borrower, may discharge the Paying Agent from time to time and appoint one a successor. The Issuer shall also, at the direction of the Borrower, designate a successor if the Paying Agent resigns or more other becomes ineligible. The Paying Agents Agent shall be a bank or trust company having a capital and surplus of not less than $50,000,000 and shall be registered as a transfer agent with the Securities and Exchange Commission. The Issuer shall give notice of the appointment of a successor Paying Agents meeting Agent in writing to each Bondowner. The Issuer will promptly certify to the eligibility requirements of a Trustee set forth that it has mailed such notice to all Bondowners and such certificate will be conclusive evidence that such notice was given in Section 12.06 (i)the manner required hereby. The Paying Agent may but need not be the same person as the Trustee. The Paying Agent shall act as such and as Bond registrar and transfer agent. So long as the Paying Agent is the Trustee, (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, it shall signify its acceptance of have all the duties and obligations imposed upon it by same rights as the Trustee under this Agreement 316. Unclaimed Moneys. Except as may otherwise be required by written instrument of acceptance applicable law, in case any moneys deposited with the Trustee. Each such Paying Agent other than for the Trustee payment of the principal of, the Purchase Price, interest or premium, if any, on any Bond remain unclaimed for three (3) years after such principal, interest or premium has become due and payable, the Paying Agent may and upon receipt of a written request of the Borrower shall execute and deliver pay over to the Trustee an instrument Borrower the amount so deposited in which such immediately available funds, and thereupon the Paying Agent and the Issuer shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due be released from any further liability with respect to the Certificates in trust payment of principal, Purchase Price, interest or premium and the owner of such Bond shall be entitled (subject to any applicable statute of limitations) to look only to the Borrower as an unsecured creditor for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein providedpayment thereof. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee317. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate RegisterRebate.

Paying Agent. The Trustee hereby appoints Marine Midland Bank accepts appointment as Paying Agent. The Trustee may may, subject to the eligibility requirements for the Trustee set forth in SECTION 12.06, other than SECTION 12.06(v), appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereofAgents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.066.05, that such Paying Agent will: (ai) allocate all sums received for distribution to the Holders of Certificates of each Class for which it is acting as Paying Agent on each Remittance Payment Date among such Holders in the proportion specified by the Trustee; and (bii) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee Trustee, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Escrow Agent (in such role, the "Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting ") will effect the eligibility requirements payments pursuant to Section 1.1 and the exchange of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (vcash for Company Units which are entitled to payment pursuant to Sections 1.10(c) and (vii) hereof1.10(d). Each Paying AgentTo facilitate such exchange, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver prior to the Trustee an instrument in which such Closing the Company or the Paying Agent shall agree provide the Unitholders with the Trusteea Letter of Transmittal, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders substantially in the proportion specified by form of Exhibit E attached hereto (with such reasonable changes thereto as the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such require) (the "Letter of Transmittal"). The Company shall provide to Purchaser, as promptly as reasonably practicable upon receipt thereof, copies of each Letter of Transmittal delivered to the Company prior to the Closing. Following the Closing, the Equityholder Representative shall provide to Purchaser, as promptly as reasonably practicable upon receipt thereof, copies of each Letter of Transmittal delivered to the Equityholder Representative. Upon the Closing, the Paying Agent signed by shall promptly pay each Unitholder that has duly executed and completed a Letter of Transmittal the Trustee. In the event portion of the resignation or removal of any Closing Aggregate Non-Escrow Consideration to which such Unitholder is entitled at the Closing pursuant to Article I in accordance with the Closing Payment Schedule. The Paying Agent other than shall hold the Trustee such Closing Aggregate Non-Escrow Consideration and deliver it in accordance with the terms and conditions hereof and the terms and conditions of the Escrow Agreement. Immediately following the Closing, the Paying Agent shall pay over, assign (and deliver any moneys held by it as the Escrow Agreement will provide for the Paying Agent to its successorpay) Blocker Holdings the Blocker Closing Consideration, or if there be no successor, by wire transfer of immediately available funds to the Trusteeaccount designated for such purpose by Blocker Holdings, automatically and without the need for a Letter of Transmittal or further instruction from any party. Upon The Equityholder Representative hereby agrees that the appointment, removal or notice of resignation of any Closing Payments Memorandum (as defined in the Escrow Agreement) delivered to the Escrow Agent (as Paying Agent) shall in all respects be consistent with the Closing Payment Schedule. After the Closing, promptly after receipt by the Equityholder Representative of a duly executed and completed Letter of Transmittal by a Unitholder, a copy of which is provided by the Equityholder Representative to Purchaser in accordance herewith, the Trustee Equityholder Representative and the Purchaser shall notify deliver joint written instructions to the Certificateholders Escrow Agent (as Paying Agent) to release from the Closing Date Holdback (as defined in the Escrow Agreement) the portion of the Closing Aggregate Non-Escrow Consideration to which such Unitholder is entitled at the Closing pursuant to Article I, in accordance with the Closing Payment Schedule (solely to the extent no such payment to such Unitholder was already made by mailing notice thereof to their addresses appearing on the Certificate RegisterPaying Agent under the Closing Payments Memorandum).

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Issuer hereby appoints Marine Midland Bank JPMorgan Chase Bank, N.A. as the initial Paying Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Paying Agent shall exercise due care in performing the functions of the Paying Agent for the Designated Securities. (c) The Paying Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Issuer and the Guarantor agree: (i) The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Issuer and the Guarantor for all services rendered by the Paying Agent, and the Issuer and the Guarantor promise to pay such compensation and to reimburse the Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Issuer and the Guarantor shall reasonably require. The Issuer and the Guarantor agree to indemnify the Paying Agent for, and to hold it harmless against, any and all loss, liability, damage, claims or expenses (including the costs and expenses of defending against any claim of liability) incurred by the Paying Agent that arises out of or in connection with its acting as Paying Agent hereunder, except such as may result from the negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Issuer and the Guarantor for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Paying Agent in reliance upon (1) the written opinion of counsel satisfactory to it and upon obtaining the prior written consent of the Issuer or the Guarantor or (2) written instructions from the Issuer and the Guarantor. The provisions of this paragraph shall survive the termination of this Supplemental Indenture. (ii) In acting under the Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of the Issuer and the Guarantor and does not assume any obligations to, or relationship of agency or trust for or with, any of the Holders of the Designated Securities. (iii) The Paying Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Designated Securities, any notice, direction, certificate, affidavit, statement or other paper, document or communication reasonably believed by it to be genuine and to have been approved or signed by the proper party or parties. (iv) The Paying Agent shall be obligated to perform only such duties as are herein specifically set forth and any duties necessarily incidental thereto, and no implied duties or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any order, certificate, notice, request, direction or other communication from the Issuer or the Guarantor made or given by it under any provision of the Indenture shall be sufficient if signed by any proper officer or an authorized person of the Issuer or the Guarantor, as the case may be. (vi) The Paying Agent may, upon obtaining the prior written consent of the Issuer and the Guarantor, perform any duties hereunder either directly or by or through agents or attorneys, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (vii) Under no circumstances will any party to this Supplemental Indenture be liable to any other party to this Supplemental Indenture for any special, indirect, punitive or consequential loss or damage (including, but not limited to, the loss of business, goodwill, opportunity or profit) whether or not foreseeable and even if advised of the possibility of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise. (d) (i) The Paying Agent may at any time resign as Paying Agent by giving written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Issuer and the Guarantor, unless the Issuer and the Guarantor agree in writing to accept less notice. The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Issuer and the Guarantor by any proper officer or an authorized person thereof and specifying such removal and the date when it is intended to become effective, subject to (if such Paying Agent is not the Trustee) the written consent of the Trustee, which consent shall not be unreasonably withheld. Such resignation or removal shall take effect only upon the date of the appointment by the Issuer and the Guarantor, as hereinafter provided, of a successor Paying Agent. The Trustee may appoint one If within 60 days after notice of resignation or more other Paying Agents or removal has been given, a successor Paying Agents meeting Agent has not been appointed, the eligibility requirements Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent. A successor Paying Agent shall be appointed by the Issuer and the Guarantor by an instrument in writing signed on behalf of the Issuer and the Guarantor, as the case may be, by any proper officer or an authorized person thereof and the successor Paying Agent. Upon the appointment of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) successor Paying Agent and (vii) hereof. Each Paying Agent, immediately upon acceptance by it of such appointment, the Paying Agent so superseded shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each cease to be such Paying Agent other than hereunder. Upon its resignation or removal, the Trustee Paying Agent shall be entitled to the payment by the Issuer and the Guarantor of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder. (ii) Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor and to the Trustee Issuer and the Guarantor an instrument in which accepting such appointment hereunder, and thereupon such successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Paying Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall agree with the Trusteethereupon become obliged to transfer and deliver, subject to the provisions of Section 6.06, that and such successor Paying Agent will:shall be entitled to receive, copies of any relevant records maintained by such predecessor Paying Agent. (aiii) allocate all sums received for distribution to Any Person into which the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed merged or converted or with such which the Paying Agent signed may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Paying Agent shall be a party, or any Person succeeding to all or substantially all of the assets and business of the Paying Agent, or all or substantially all of the corporate trust business of the Paying Agent shall, to the extent permitted by applicable law and provided that it shall have an established place of business in The City of New York, be the successor Paying Agent under the Indenture without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion, consolidation or sale shall forthwith be given to the Issuer and the Guarantor within 30 days of such merger, conversion, consolidation or sale. (iv) Any notice required to be given by the Trustee. In the event of the resignation or removal of any Paying Agent to any other person hereunder other than the Trustee such Tax Certification Agent shall be given in accordance with Section 1.5 of the Original Indenture. Any notice required to be given to the Tax Certification Agent shall be delivered in person, sent by letter or communicated by telephone (subject, in the case of communication by telephone, to confirmation dispatched within twenty-four hours by letter), to the following address (or to any other address of which the Tax Certification Agent shall have notified the others in writing as herein provided): Acupay Systems, LLC, Attn: M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇, facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. Any notice to be given to the Paying Agent shall pay overbe delivered in person, assign and deliver any moneys held sent by it as Paying Agent letter or communicated by telephone (subject, in the case of communications by telephone, to its successor, or if there be no successorconfirmation dispatched within twenty-four hours by letter), to the Trusteefollowing address (or to any other address of which the Paying Agent shall have notified the others in writing): JPMorgan Chase Bank, N.A., 4 New York Plaza, 15th floor, New York, New York 10004, Attention: Worldwide Securities Services, facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. Upon Any notice hereunder given by telephone or letter shall be deemed to be received when in the appointmentordinary course of transmission or post, removal or notice of resignation of any Paying Agentas the case may be, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerit would be received.

Paying Agent. The Trustee hereby appoints Marine Midland Bank (a) Prior to the Closing, the Sellers’ Representative and Buyer shall designate Acquiom Financial LLC, a Colorado limited liability company, in its capacity as payments administrator, or such other bank or trust company reasonably acceptable to Buyer and Sellers’ Representative, to act as paying agent in connection with the contemplated transactions (the “Paying Agent”). Buyer shall deliver to the Paying Agent the amounts contemplated in Section 2.9(b), at the time indicated therein. Payments with respect to the Company Securities will be without interest. The Trustee may appoint one or more other funds so deposited with the Paying Agents or successor Paying Agents meeting Agent shall be held pursuant to the eligibility requirements terms of a Trustee set forth in Section 12.06 (i)the Payments Administration Agreement between Buyer, (ii), (iii), (iv), (v) the Sellers’ Representative and (vii) hereof. Each the Paying Agent, immediately upon such appointment, shall signify its acceptance of substantially in the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with form attached hereto as Exhibit G (the Trustee. Each such “Paying Agent other than Agreement”) and Buyer and the Trustee Sellers’ Representative shall execute and deliver to instruct the Trustee an instrument in which such Paying Agent shall agree with to pay such amounts as provided in the Trustee, subject to the applicable provisions of Section 6.062.9, that such Paying Agent will: (a) allocate all sums received for distribution to Section 2.12 and the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; andConsideration Spreadsheet. (b) hold all sums held by it Promptly following the Closing Date, Buyer and the Sellers’ Representative shall cause the Paying Agent to mail or email to each Company Unitholder that is entitled to payment pursuant to the terms of Section 2.3(b) as set forth on the Consideration Spreadsheet (each, a “Payee”): (i) a letter of transmittal in substantially the form attached hereto as Exhibit H (the “Letter of Transmittal”), and (ii) instructions for obtaining each Payee’s portion of such Payee’s payment pursuant to Section 2.3(b) as specified in the distribution of amounts due Consideration Spreadsheet; provided, however, that such delivery shall not be required with respect to any Payee that has received the Certificates Letter of Transmittal as of or prior to the Closing Date. Subject to Section 2.14, upon receipt by the Paying Agent from a Payee of a duly completed and executed Letter of Transmittal and any other required documents set forth in trust for the benefit Letter of Transmittal (the Holders entitled thereto until “Exchange Documents”), Buyer and the Sellers’ Representative shall (i) with respect to amounts payable pursuant to Section 2.3(b) with respect to Company Units (other than such sums shall be paid amounts that are subject to withholding as wages or compensation), instruct the Paying Agent to make such Holders payments as set forth on the Consideration Spreadsheet as soon as practicable thereafter in accordance with the Paying Agent Agreement and (ii) with respect to amounts payable pursuant to Section 2.3(b) with respect to Company Incentive Membership Units that are subject to withholding as wages or otherwise disposed of as herein provided and compensation, instruct the Company to pay such sums to such Persons as herein provided. Any Paying Agent other than amounts through the Trustee may at any time resign and be discharged Company’s payroll system net of the duties and obligations created by this Agreement by giving at least sixty applicable withholding Taxes payable with respect thereto. (60c) days written notice Notwithstanding anything to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by contrary contained herein, none of Buyer, the Trustee. In Company, the event of Sellers’ Representative or the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay overbe liable to any Company Unitholder for any portion of the Closing Cash Merger Consideration delivered to a public official pursuant to any applicable abandoned property, assign and deliver any moneys held by it as escheat or similar Law. (d) At the Closing, Buyer shall deposit, or shall cause to be deposited, with the Paying Agent for further delivery to its successor, or if there be no successorthe Escrow Agent pursuant to the wire instructions set forth on the Consideration Spreadsheet (i) an amount in cash equal to $600,000 (the “Indemnity Escrow Amount”), to be held in escrow as a segregated escrow fund (such amount on deposit with the Trustee. Upon the appointment, removal or notice of resignation of any Paying Escrow Agent, together with any interest thereon (as such amounts may be reduced from time to time), the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.“Indemnity Escrow

Paying Agent. The Trustee hereby appoints Marine Midland Bank as will be the initial Paying AgentAgent under this Indenture. The Trustee may Company may, with the approval of the Remarketing Agent and the Credit Provider, appoint one or more other Paying Agents or a successor Paying Agents meeting Agent for the eligibility requirements of a Trustee set forth in Section 12.06 (i)Bonds. Any Paying Agent will designate to the Issuer, (ii)the Company, (iii)the Trustee, (iv), (v) the Remarketing Agent and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall the Credit Provider its principal office and signify its acceptance of the duties and obligations imposed upon on it hereunder by this Agreement by a written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver delivered to the Trustee an instrument in Issuer under which such Paying Agent shall agree with the Trusteewill agree, subject to the provisions of Section 6.06, that such Paying Agent willparticularly: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution payment of amounts due with respect to the Certificates Purchase Price of Bonds in trust for the benefit of the Holders entitled thereto Owners of Bonds until such sums shall be are paid to such Holders Owners of Bonds or otherwise disposed of as herein provided provided; (b) to hold all Bonds delivered to it hereunder in trust for the benefit of the respective Owners of Bonds who have delivered such Bonds until moneys representing the Purchase Price of such Bonds have been delivered to or for the account of or to the order of such Owners of Bonds; (c) to keep such books and pay records as are consistent with prudent industry practice and to make such sums to such Persons as herein provided. Any Paying Agent other than books and records available for inspection by the Issuer, the Company, the Trustee may and the Credit Provider at any time resign and be discharged all reasonable times; (d) on the request of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice Trustee, to forthwith deliver to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed Trustee all sums so held in trust by the Trustee. In the event of the resignation or removal of any Paying Agent other than Agent; (e) to authenticate Bonds; (f) to forward to the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, monthly a journal of transactions with respect to the TrusteeBonds for the previous month; and (g) notify the Trustee of all amounts of principal of, premium, if any, and interest on the Bonds as and when the same become due and payable. Upon The Issuer will cooperate with the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify and the Certificateholders by mailing notice thereof Credit Provider to their addresses appearing cause the necessary arrangements to be made and to be thereafter continued whereby funds derived from the sources specified herein will be made available to the Paying Agent for the payment when due of the principal of, premium, if any and interest on the Certificate RegisterBonds.

Paying Agent. The Trustee hereby appoints Marine Midland HSBC Bank USA as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank (a) As promptly as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting practicable after the eligibility requirements of a Trustee set forth Effective Time (and in Section 12.06 no event later than two (i2) Business Days after the Effective Time), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, Parent shall signify its acceptance of instruct the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent to mail to each holder of record of Shares (other than the Trustee shall execute Rollover Shares) that were issued and deliver outstanding immediately prior to the Trustee an instrument Effective Time a letter of transmittal in which substantially the form attached as Exhibit E (the “Letter of Transmittal”) for use in exchanging Shares for the Merger Consideration payable in respect of such Shares. Upon surrender by a Company Stockholder to the Paying Agent shall agree of a certificate representing Shares (a “Certificate”) (other than Certificates representing Rollover Shares) for cancellation, together with such Letter of Transmittal, duly executed and completed in accordance with the Trusteeinstructions thereto, and such other documents as may be reasonably required pursuant to such instructions, such Company Stockholder shall be entitled to receive in exchange therefor cash in an amount equal to the product of the number of Shares represented by a Certificate and the Per Share Merger Consideration (payable in accordance with and subject to the provisions terms of Section 6.06this Agreement), that such Paying Agent will: (a) allocate all sums received for distribution to and the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; andCertificate so surrendered shall forthwith be canceled. (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit If any portion of the Holders entitled thereto until such sums shall Merger Consideration is to be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent a Person other than the Trustee may at Person in whose name the surrendered Certificate is surrendered, it shall be a condition to such payment that (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Paying Agent any time resign and be discharged all Taxes required as a result of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice payment to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent a Person other than the Trustee such registered holder of the Certificate or establish by evidence satisfactory to the Paying Agent that any such Taxes have been paid or are not payable. Until surrendered or transferred as contemplated by this Section 3.5, each Certificate (other than Certificates representing Rollover Shares or Dissenting Shares) shall pay over, assign and deliver any moneys held by it as Paying Agent represent at all times after the Effective Time solely the right to its successor, or if there be no successor, receive an amount equal to the Trustee. Upon product of the appointmentnumber of Shares represented by such Certificate and the Per Share Merger Consideration (payable in accordance with and subject to the terms of this Agreement, removal or notice including Section 3.4) (for avoidance of resignation doubt such amounts will be net of any Paying Agentthe respective pro rata portion of the Escrow Amount and Administrative Expense Amount deposited pursuant to Section 3.4(a) and (c), the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerrespectively).

Paying Agent. The Trustee (a) Upon the terms and subject to the conditions contained herein, the Company hereby appoints Marine Midland The Bank of New York Mellon, London Branch as the initial Paying Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities. (b) The Paying Agent shall exercise due care in performing the functions of the Paying Agent for the Designated Securities. (c) The Paying Agent accepts its obligations set forth herein, upon the terms and subject to the conditions hereof, including the following, to all of which the Company agrees: (i) The Paying Agent shall be entitled to such compensation as may be agreed in writing with the Company for all services rendered by the Paying Agent, and the Company promises to pay such compensation and to reimburse the Paying Agent for the reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) properly incurred by it in connection with the services rendered by it hereunder upon receipt of such invoices as the Company shall reasonably require. The Company agrees to indemnify the Paying Agent for, and to hold it harmless against, any and all loss, liability, damage, claims or reasonable expenses (including the costs and expenses of defending against any claim of liability) properly incurred by the Paying Agent that arises out of or in connection with its acting as Paying Agent hereunder, except such as may result from the negligence, willful misconduct or bad faith of the Paying Agent or any of its agents or employees. The Paying Agent shall incur no liability and shall be indemnified and held harmless by the Company for, or in respect of, any action taken or omitted by it in good faith in reliance upon written instructions from the Company. The provisions of this paragraph shall survive the termination of this Second Supplemental Indenture. (ii) In acting under the Indenture and in connection with the Designated Securities, the Paying Agent is acting solely as agent of the Company and does not assume any obligations to, or relationship of agency or trust for or with, any of the Holders of the Designated Securities. (iii) The Paying Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon the terms of the Designated Securities resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties. (iv) The duties and obligations of the Paying Agent shall be determined solely by the express provisions of the Indenture, and the Paying Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in the Indenture, and no implied covenants or obligations shall be read into the Indenture against the Paying Agent. (v) Unless herein otherwise specifically provided, any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed). (vi) The Paying Agent may, upon obtaining the prior written consent of the Company (which consent shall not be unreasonably withheld) perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder. (i) The Paying Agent may at any time resign as Paying Agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall not be earlier than 60 days after the receipt of such notice by the Company, unless the Company agrees in writing to accept less notice. The Paying Agent may be removed (with or without cause) at any time by the filing with it of any instrument in writing signed on behalf of the Company by any proper officer or an authorized person thereof and specifying such removal and the date when it is intended to become effective (such date shall not be earlier than 60 days after the receipt of such instrument, unless otherwise agreed by the parties), subject to (if such Paying Agent is not the Trustee) the written consent of the Trustee, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Section 2.5(d)(i), such resignation or removal shall take effect only upon the date of the appointment by the Company, as hereinafter provided, and the acceptance thereof, of a successor Paying Agent. The Trustee may appoint one If within 30 days after notice of resignation or more other Paying Agents or removal has been received, a successor Paying Agents meeting Agent has not been appointed, the eligibility requirements Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent at the Company’s cost as per Section 2.5(c)(i) herein. A successor Paying Agent shall be appointed by the Company by an instrument in writing signed on behalf of the Company by any proper officer or an authorized person thereof and the successor Paying Agent. Upon the appointment of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) successor Paying Agent and (vii) hereof. Each Paying Agent, immediately upon acceptance by it of such appointment, the Paying Agent so superseded shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each cease to be such Paying Agent other than hereunder. Upon its resignation or removal, the Trustee Paying Agent shall be entitled to the payment by the Company of its compensation, if any is owed to it, for services rendered hereunder and to the reimbursement of all reasonable and properly incurred out-of-pocket expenses incurred in connection with the services rendered by it hereunder, including the fees and expenses of its counsel. (ii) Any successor Paying Agent appointed hereunder shall execute and deliver to its predecessor and to the Trustee Company an instrument in which accepting such appointment hereunder, and thereupon such successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as such Paying Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall agree with the Trusteethereupon become obliged to transfer and deliver, subject to the provisions of Section 6.06, that and such successor Paying Agent will:shall be entitled to receive, copies of any relevant records maintained by such predecessor Paying Agent. (aiii) allocate all sums received for distribution to Any Person into which the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed merged or converted or with such which the Paying Agent signed by may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay overbe a party, assign or any Person succeeding to all or substantially all of the assets and deliver business of the Paying Agent, or all or substantially all of the corporate trust business of the Paying Agent shall, to the extent permitted by applicable law and provided that it shall have an established place of business in New York, New York, be the successor Paying Agent under the Indenture without the execution or filing of any moneys held paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion, consolidation or sale shall forthwith be given to the Company within 30 days of such merger, conversion, consolidation or sale. (iv) Any notice required to be given by it as the Paying Agent to its successorany other Person hereunder shall be given in accordance with Section 13.5 of the Indenture. Any notice to be given to the Paying Agent shall be delivered in person, sent by letter or if there be no successorcommunicated by telephone (subject, in the case of communications by telephone, to confirmation dispatched within twenty-four hours by letter), to the Trusteefollowing address (or to any other address of which the Paying Agent shall have notified the others in writing): Corporate Trust Administration, The Bank of New York Mellon, London Branch, Corporate Trust Services, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. Upon Any notice hereunder given by telephone or letter shall be deemed to be received when in the appointmentordinary course of transmission or post, removal or notice of resignation of any Paying Agentas the case may be, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerit would be received.

Paying Agent. (i) The Trustee hereby appoints Marine Midland Bank Paying Agent shall be designated by Buyer to act as paying agent in connection with the Merger pursuant to the Paying AgentAgent Agreement and the provisions hereof. The Trustee may appoint one or more other appointment by Buyer of the Paying Agents or successor Paying Agents meeting Agent hereunder shall not relieve Buyer of its payment obligations to the eligibility requirements of a Trustee Rights Holders, as set forth in Section 12.06 (i), this Agreement. (ii)) Pursuant to the Paying Agent Agreement, the Paying Agent will transfer to the Rights Holders in accordance with the Allocation Spreadsheet, after deducting the applicable Tax withholding amounts pursuant to ‎Section 2.11 below, if any, and any remaining parts of the payments made to the Shareholders Representative pursuant to ‎Section 7.6, the Closing Payment, the Total Earnout Amount and the Shareholder Representative Fund. Notwithstanding anything to the contrary provided for in this Agreement, in the event that the Carve-Out Tax Ruling, if obtained, provides that Merger Consideration payable to the Carve-Out Plan Participants has to be delivered to the Carve-Out Trustee, then, the Buyer or the Paying Agent will make payments of the Merger Consideration that such holder is entitled to receive hereunder (iii), (iv), (vas set forth under ‎Section 2.6(h)(i) and (vii‎Section 2.6(h)(ii)) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver directly to the Carve-Out Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto Carve-Out Plan Participants), in accordance with the agreement with the Carve-Out Trustee and Applicable Law (including, without limitation, the provisions of Section 102 of the Israeli Income Tax Ordinance and the regulations and rules promulgated thereunder, including, where applicable, the Carve-Out Tax Ruling or any other approval from the ITA received either by the Company or Buyer and the completion of any required Section 102 Trust Period, each of the foregoing, to the extent applicable). (iii) In addition, at the Closing, the Paying Agent shall retain out of the Closing Payment for the benefit of the Shareholder Representative an aggregate amount of US$75,000, all as set forth in ‎Section 7.6 hereto and the Paying Agent Agreement (the "Shareholder Representative Fund"). (iv) Any and all interest or other amount accrued on any portion of the Merger Consideration, from the time of deposit thereof by Buyer with the Paying Agent until such sums the payment thereof by the Paying Agent to the Rights Holders, shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successorthe applicable Rights Holder concurrently with the payment of the applicable portion of the Merger Consideration, or if there be no successor, subject to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate RegisterTax withholding requirement under Applicable Law.

Paying Agent. (a) The Trustee Lender hereby appoints Marine Midland Bank ▇▇▇▇▇ Fargo as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon and authorizes the Paying Agent to take such appointmentactions and to exercise such powers and perform such duties as are expressly delegated to the Paying Agent by the terms hereof, shall signify its acceptance together with such other powers as are reasonably incidental thereto. All payments of amounts due and payable in respect of the duties and obligations imposed upon it Obligations that are to be made from amounts withdrawn from the Collection Account pursuant to this Loan Agreement shall be made on behalf of the Borrowers by this Agreement by written instrument of acceptance deposited the Paying Agent, in accordance with the Trustee. Each express terms of this Loan Agreement, or otherwise pursuant to the written instruction of the Lender (which may be in electronic form) received no later than 4:00 p.m. (New York City time) one (1) Business Day prior to such Payment Date. (b) On each Payment Date, the Borrowers shall pay to the Paying Agent the Paying Agent Fee and any other than the Trustee shall execute regularly scheduled fees and deliver expenses due and payable to the Trustee an instrument Paying Agent hereunder pursuant to Section 3.05(b) or Section 3.05(c), as applicable. Following the Termination Date, or while any Event of Default has occurred, if Lender directs the Paying Agent in which such writing to disburse funds from the Collection Account in a manner contrary to Section 3.05(c), Paying Agent shall agree disburse funds in accordance with such instructions, and thereupon the Trustee, Paying Agent shall be released from all further liability with respect to such funds (and the Lender shall apply such funds in the manner applicable to proceeds of Collateral as provided in Section 4.06). (c) The Paying Agent hereby agrees that subject to the provisions of this Section 6.0611.01, that such Paying Agent willit shall: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bi) hold all any sums held by it for the distribution payment of amounts due with respect to the Certificates Obligations in trust for the benefit of the Holders Persons entitled thereto until such sums shall be paid to such Holders Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than ; (ii) give the Trustee may Lender notice of any default by the Borrowers of which a Responsible Officer has actual knowledge in the making of any payment required to be made with respect to the Obligations, together with a copy of such notice posted to the Platform; (iii) at any time resign and be discharged during the continuance of any such default, upon the written instruction of the duties Lender (a copy of which shall be provided by the Lender to the Borrowers), forthwith pay to the Lender any sums so held in trust by such Paying Agent; (iv) immediately resign as Paying Agent and forthwith pay to the Lender any sums held by it in trust for the payment of the Obligations if the Lender so requests in writing at any time after the Paying Agent ceases to be a Qualified Institution; (v) comply with all requirements of the Code and any applicable State law with respect to the withholding from any payments made by it in respect of any Obligations of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; and (vi) provide to the Lender such information as is required to be delivered under the Code or any State law applicable to the Paying Agent, relating to payments made by the Paying Agent under this Loan Agreement. (d) If the Paying Agent shall at any time receive instructions from the Lender that conflict with instructions of the Borrowers or any other party to this Loan Agreement and the conflict between such instructions cannot be resolved by reference to the terms of this Loan Agreement or consultation with the Lender, the Paying Agent shall be entitled to rely solely on the instructions of the Lender. (e) Any successor paying agent shall be appointed by the Lender; provided that any successor paying agent shall be, at the time of such appointment, a Qualified Institution. (f) The Paying Agent may: (i) terminate its obligations created by as Paying Agent under this Loan Agreement by giving (subject to the terms set forth herein) upon at least 30 days’ prior written notice to the Borrowers and the Lender (together with a copy of such notice posted to the Platform); provided, however, that, without the consent of the Lender, such resignation shall not be effective until a successor paying agent acceptable to the Lender and, so long as no Event of Default has occurred, the Borrowers, and to whose appointment the Lender does not object within five (5) Business Days after the Lender is notified thereof (or such shorter period in which the Lender may consent thereto), shall have accepted appointment as Paying Agent pursuant hereto and shall have agreed to be bound by the terms of this Loan Agreement and a new Collection Account shall have been established by such successor (together with procedures for directing all deposits to the Collection Account to such new account); or (ii) be removed upon at least 30 days’ prior written notice (or such shorter period as shall be acceptable to the Paying Agent) by the Lender, delivered to the Paying Agent and the Borrowers. In the event of such termination or removal, the Lender shall make reasonable efforts to appoint a successor paying agent and, so long as no Event of Default has occurred, with the consent of the Borrowers; provided, however, if a successor paying agent is not appointed by the Lender within sixty (60) days written after the giving of such notice to of resignation, the Trustee. Any such Paying Agent may petition a court of competent jurisdiction for the appointment of a successor paying agent, and the costs and expenses associated with such petition shall be removed at any time by an expense of the Borrowers. (g) Any successor paying agent appointed pursuant hereto shall execute, acknowledge, and deliver to the Lender and to the predecessor Paying Agent an instrument filed with accepting such Paying Agent signed by the Trusteeappointment under this Loan Agreement. In the event of Thereupon, the resignation or removal of the predecessor Paying Agent shall become effective and such successor paying agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor as Paying Agent under this Loan Agreement, with like effect as if originally named as Paying Agent. The predecessor Paying Agent shall upon payment of all fees and expenses payable to such Paying Agent pursuant to this Loan Agreement, deliver to the successor paying agent, or as otherwise directed by the Lender, all documents and statements and monies held by it under this Loan Agreement, and the Lender and the predecessor Paying Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor paying agent all such rights, powers, duties, and obligations. In all events, after resignation or removal of the Paying Agent is effective, all Income or other amounts received by such Paying Agent from Loan Parties shall be received in trust for the benefit of the Lender, acting for the Secured Parties, and shall be promptly delivered to, or as directed by, the Lender. The Borrowers shall reasonably cooperate with any such transition to a successor paying agent, including by executing such modifications to the Loan Documents as are reasonably necessary to accommodate and effect such transition without impairment of the Lender’s security interests in the Collateral. (h) In the event the Paying Agent’s appointment hereunder is terminated without cause (by a party other than the Paying Agent), the Borrowers shall reimburse the Paying Agent for the reasonable out-of-pocket expenses of the Paying Agent incurred in effecting the transfer of its duties to the successor paying agent. (i) The Paying Agent shall be entitled to indemnification from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including litigation costs and reasonable attorneys’ fees and expenses) which may at any time (including at any time following the payment of the obligations under this Loan Agreement, including the Advances outstanding) be imposed on, incurred by or asserted against the Paying Agent in connection with or arising out of (i) the performance of its obligations under and in accordance with this Loan Agreement, including without limitation the costs and expenses of (A) investigating any claim or allegation relating to the exercise or performance of any of its powers or duties under this Loan Agreement, and (B) preparing for, and prosecuting or defending itself against any investigation, legal proceeding, whether pending or threatened, related to any claim or liability in connection with the exercise or performance of any of its powers or duties under this Loan Agreement; (ii) pursuing enforcement (including without limitation by means of any action, claim, or suit brought by the Paying Agent for such purpose) of any indemnification or other obligation of the Borrower (the indemnification afforded under this subclause (ii) to include, without limitation, any reasonable legal fees, costs and expenses incurred by the Paying Agent in connection therewith); provided, that the Paying Agent shall not be entitled to the payment of any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Paying Agent resulting from its own gross negligence, or willful misconduct (in each case, as determined by a court of competent jurisdiction or as otherwise agreed to by the parties). In no event shall the Paying Agent be liable for any punitive, special, consequential, or indirect damages (including, without limitation, lost profits) even if advised of the likelihood of such loss or damage and regardless of the form of action. Paying Agent shall be entitled to be paid any Paying Agent other than the Trustee such Indemnity Amounts pursuant to Section 3.05. Any amounts payable to Paying Agent shall pay over, assign and deliver any moneys held by it as pursuant to this Section 11.01(i) that are not Paying Agent Indemnity Amounts shall not be payable pursuant to its successorSection 3.05 but shall be paid by Borrowers to Paying Agent in accordance with Section 3.04(b). The provisions of this Section shall survive the payment of the Advances, the termination of this Loan Agreement, and any resignation or if there be no successorremoval of the Paying Agent. (j) The rights, protections, immunities and indemnities afforded to the Trustee. Upon Paying Agent hereunder shall apply to the appointment, removal or notice Paying Agent in the performance of resignation of its duties under any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof Loan Document to their addresses appearing on the Certificate Register.which it is a party

Paying Agent. (a) The Trustee hereby appoints Marine Midland Bank escrow agent appointed pursuant to the Escrow Agreement (“Escrow Agent”) shall act as the exchange agent (the “Paying Agent. The Trustee may appoint one or more other ”) in the Transaction. (b) Prior to the Effective Time of Merger I, Acquiror shall enter into an agreement (the “Paying Agents or successor Agent Agreement”) with the Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 Agent (isubject to AirPatrol’s reasonable review and approval), which shall provide that at the Closing Acquiror shall deposit with the Paying Agent an amount equal to the aggregate consideration payable by Acquiror pursuant to Section 1.7 less the Holdback Shares (ii), (iii), (iv), (v) the cash and (vii) hereof. Each securities to be deposited by Acquiror with the Paying Agent, immediately upon such appointmentthe “Exchange Fund”). (c) Promptly following the Effective Time of Merger I, Acquiror shall signify its acceptance cause the Paying Agent to mail to each holder of record (as of the duties Effective Time of Merger I) of a certificate or certificates which immediately prior to the Effective Time of Merger I represented shares of AirPatrol Preferred Stock or AirPatrol Common Stock (the “Certificates”), a Transmittal Letter in the form attached hereto as Exhibit C. Subject to the other terms and obligations imposed upon it conditions contained herein including satisfaction by the AirPatrol Shareholders of the requirements of this Agreement by written instrument Section 1.7.6(c), following the Effective Time of acceptance deposited with Merger I, Acquiror shall cause the Trustee. Each such Paying Agent other to pay to each AirPatrol Shareholder, within the time period specified in the Paying Agent Agreement (but not less than the Trustee shall execute and deliver three (3) Business Days after satisfaction thereof), an amount equal to the Trustee an instrument in which consideration that such AirPatrol Shareholder is entitled to receive pursuant to Sections 1.7.1, 1.7.2, 1.7.3 and 1.7.4 at the Closing, less such amounts as are required to be deducted or withheld therefrom pursuant to Section 1.8.6. Any such payments shall be conditioned on receipt by the Paying Agent of: (A) a Certificate or Certificates which immediately prior to the Effective Time of Merger I represented shares of AirPatrol Preferred Stock or AirPatrol Common Stock, and (B) a duly executed Transmittal Letter. (d) In the event any Certificate shall agree with have been lost, stolen or destroyed, upon the Trusteemaking of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, Acquiror shall, as promptly as practicable following the receipt by Acquiror of the foregoing documents, subject to the provisions terms of this Section 6.061.7, issue in exchange for such lost, stolen or destroyed Certificate that such Paying Agent will: (a) allocate all sums received for distribution portion of the Merger Consideration represented by the lost, stolen or destroyed Certificate in exchange therefor which the AirPatrol Shareholder has the right to receive. The board of directors of Acquiror may in its discretion and as a condition precedent to the Holders issuance thereof, require the owner of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due lost, stolen or destroyed Certificate to provide to Acquiror an indemnity agreement against any claim that may be made against Acquiror with respect to the Certificates Certificate alleged to have been lost, stolen or destroyed. (e) Any portion of the Exchange Fund that remains undistributed to any AirPatrol Shareholders on the date that is twelve (12) months after the Closing Date shall, at the request of Acquiror, be delivered to Acquiror to be held in trust for the benefit of the Holders entitled thereto until such sums shall be paid applicable AirPatrol Shareholders. If any AirPatrol Shareholder has not received the consideration owed to it hereunder prior to such Holders time as such amounts would otherwise escheat to or otherwise disposed become property of as herein provided and pay any Governmental Body, any such sums portion of the Exchange Fund remaining unclaimed by such AirPatrol Shareholder immediately prior to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successorshall, to the Trustee. Upon extent permitted by Law, become the appointment, removal or notice property of resignation the Acquiror free and clear of any Paying Agentclaims or interest of any Person previously entitled thereto. (f) No action shall be necessary with respect to AirPatrol Options, AirPatrol Warrants, or Convertible Notes, all of which shall be cancelled for no consideration, or converted to AirPatrol Common Stock, without any action on the part of the holder thereof. (g) From and after the Effective Time of Merger I, no shares of AirPatrol Preferred Stock or AirPatrol Common Stock will be deemed to be outstanding, and holders of certificates formerly representing such AirPatrol Common Stock and AirPatrol Preferred Stock and each holder of any AirPatrol Options or AirPatrol Warrants shall cease to have any rights with respect thereto except as expressly provided herein or by Law. (h) At the Effective Time of Merger I, the Trustee stock transfer books of AirPatrol shall notify be closed and no transfer of AirPatrol Common Stock, AirPatrol Preferred Stock, AirPatrol Options, AirPatrol Warrants or Convertible Notes shall thereafter be made. If, after the Certificateholders by mailing notice thereof Effective Time of Merger I, Certificates formerly representing shares of AirPatrol Common Stock and AirPatrol Preferred Stock are presented to their addresses appearing on Acquiror or the Certificate RegisterSurviving Corporation I, they shall be cancelled and exchanged for the consideration payable with respect to such AirPatrol Common Stock or AirPatrol Preferred Stock (as applicable) in accordance with this Section 1.7.

Paying Agent. The Trustee hereby appoints Marine Midland Bank Prior to the Effective Time, Parent, the Company (on behalf of New Holdco) and the Shareholder Representative shall enter into an agreement (the “Paying Agent Agreement”) in form and substance reasonably acceptable to Parent, the Shareholder Representative and the Company (on behalf of New Holdco) with a bank or trust company that is reasonably satisfactory to Parent and the Company (on behalf of New Holdco) to act as paying agent (the “Paying Agent. The Trustee may appoint one ”) for the purpose of receiving and disbursing the Per Share Cash Merger Consideration and distributing evidence of shares in book-entry form (or more other Paying Agents or successor Paying Agents meeting at the eligibility requirements option of a Trustee set forth in Section 12.06 (i)Parent, (ii), (iii), (iv), (vcertificates) representing the Per Share Closing Merger Consideration to which holders of Common Shares are entitled pursuant to this Agreement and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance the Distribution and Liquidation Agreement; provided that following the completion of the duties Pre-Closing Restructuring and prior to Closing, the Company shall assign its rights, obligations imposed upon it by and responsibilities under the agreement with the Paying Agent to New Holdco, and New Holdco shall assume all such rights, obligations and responsibilities. At or prior to the Effective Time, the Company (on behalf of New Holdco) or New Holdco shall deliver or cause to be delivered to the Paying Agent a complete and correct list of all holders of Common Shares and persons entitled to, and the quantity to which such persons are entitled of, the Per Share Closing Merger Consideration pursuant to this Agreement by written instrument of acceptance deposited with and the Trustee. Each such Paying Agent other than the Trustee Distribution and Liquidation Agreement, and Parent shall execute have no obligation to verify and deliver shall not be liable to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due any person with respect to the Certificates in trust accuracy of such list or with respect to any disbursements or distributions made by the Paying Agent pursuant to such list. Any fees and other amounts payable to the Paying Agent pursuant to the Paying Agent Agreement shall be split equally between the Shareholder Representative and Parent (and, for the benefit avoidance of doubt, that the Shareholder Representative shall not be personally liable, under any circumstance, for the payment of the Holders entitled thereto until Shareholder Representative’s portion of such sums shall be paid to such Holders fees or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registeramounts).

Paying Agent. (a) The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trusteehave only those duties as are specifically and expressly provided herein, subject to the provisions of Section 6.06which shall be deemed purely ministerial in nature, that such and no other duties shall be implied. The Paying Agent will: (a) allocate all sums received for distribution shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the Holders terms and conditions of Certificates for which it is acting as any other agreement, instrument or document between the Purchaser and other parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Paying Agent on each Remittance Date among be required to determine if any person or entity has complied with any such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit agreements, nor shall any additional obligations of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than be inferred from the Trustee may at any time resign and be discharged terms of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent agreements, even though reference thereto may be removed at any time by an instrument filed with such Paying Agent signed by the Trusteemade in this Agreement. In the event of any conflict between the resignation terms and provisions of this Agreement, those of the Merger Agreement, and schedule or removal exhibit attached to this Agreement, or any other agreement among the Purchaser, Shareholder Representative and other parties, the terms and conditions of this Agreement shall control. The Paying Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties without inquiry and without requiring substantiating evidence of any Paying Agent other than the Trustee such kind. The Paying Agent shall pay overbe under no duty to inquire into or investigate the validity, assign and deliver accuracy or content of any moneys held such document, notice, instruction or request. The Paying Agent shall have no duty to solicit any payments which may be due it or the Paying Agent Account, including, without limitation, the deposit referenced in Section 3 of this Agreement nor shall the Paying Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (b) The Paying Agent shall not be liable for any action taken, suffered or omitted to be taken by it as except to the extent that a final adjudication of a court of competent jurisdiction determines that the Paying Agent's gross negligence or willful misconduct was the primary cause of any loss to any person. The Paying Agent may execute any of its powers and perform any of its duties hereunder directly or through attorneys and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the selection of any such attorney. The Paying Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Paying Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Paying Agent shall be uncertain or believe there is some ambiguity as to its successorduties or rights hereunder or shall receive instructions, claims or if there demands from any person hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be no successor, entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held on deposit until it shall be given a direction in writing by the Purchaser which eliminates such ambiguity or uncertainty to the Trusteesatisfaction of Paying Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. Upon The Purchaser agrees to pursue any redress or recourse in connection with any dispute without making the appointmentPaying Agent a party to the same. Anything in this Agreement to the contrary notwithstanding, removal in no event shall the Paying Agent be liable for special, incidental, punitive, indirect or notice of resignation consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Paying Agent, Agent has been advised of the Trustee shall notify likelihood of such loss or damage and regardless of the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerform of action.

Paying Agent. (a) The Trustee hereby appoints Marine Midland Bank as Paying Agent shall establish and maintain a Payment Account, which shall be a separate trust account (unless the Master Servicer is the Paying Agent, in which case, the Certificate Account may be the Payment Account) and an Eligible Account, in which the Master Servicer shall cause to be deposited from funds in the Certificate Account or, to the extent required hereunder, from its own funds (i) at or before 10:00 a.m., New York time, on the Business Day preceding each Distribution Date, by wire transfer of immediately available funds, any Periodic Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m., New York time, on the Business Day preceding each Distribution Date, by wire transfer of immediately available funds, an amount equal to the Pool Distribution Amount. The Master Servicer may cause the Paying Agent to invest the funds in the Payment Account. Any such investment shall be in Eligible Investments, which shall mature not later than the Business Day preceding the related Distribution Date (unless the Eligible Investments are obligations of the institution that maintains such account, in which case such Eligible Investments shall mature not later than the Distribution Date), and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Payment Account by the Master Servicer out of its own funds immediately as realized. The Paying Agent may withdraw from the Payment Account any amount deposited in the Payment Account that was not required to be deposited therein and may clear and terminate the Payment Account pursuant to Section 9.01. (b) Wells Fargo Bank is hereby appointed as initial Paying Agent to make ▇▇▇▇▇ibutions to Certificateholders and to make available to Certificateholders the Distribution Date Statements and the annual statements required by Section 4.04. The Trustee may appoint one may, at any time, remove or more other Paying Agents or successor Paying Agents meeting replace the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointmentother than Wells Fargo Bank, for so long as Wells Fargo Bank is acting as the Ma▇▇▇▇ Servicer. If Wells Fargo Ban▇ ▇▇ no longer acting as Master Servicer, the Master S▇▇▇▇▇er shall signify pay, from its acceptance own funds, the reasonable compensation of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such any Paying Agent other than the Wells Fargo Bank. The Trustee shall cause any Paying Agent tha▇ ▇▇ not U.S. Bank National Association or Wells Fargo Bank to execute and deliver to the Trustee an instrument (▇ "▇aying Agent Agreement") in which such Paying Agent shall agree agrees with the Trustee, subject to the provisions of Section 6.06, Trustee that such Paying Agent willshall: (ai) allocate hold all sums received amounts remitted to it by the Master Servicer for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates Certificateholders in trust for the benefit of the Holders entitled thereto Certificateholders until such sums shall be paid amounts are distributed to such Holders Certificateholders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than ; (ii) give the Trustee may notice of any default by the Master Servicer in remitting any required amount; (iii) at any time resign and be discharged during the continuance of any such default, upon the written request of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice Trustee, forthwith pay to the Trustee. Any Trustee all amounts held in trust by such Paying Agent may be removed at any time by an instrument filed Agent; and (iv) provide to the Master Servicer the assessment of compliance and accountants report provided for in Section 3.11 with such Paying Agent signed by respect to the Trustee. In Servicing Criteria set forth in Item 1122(d) of Regulation AB applicable to the event duties of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. (a) The Trustee hereby appoints Marine Midland Bank as Paying Agent shall establish and maintain a Payment Account, which shall be a separate trust account (unless the Master Servicer is the Paying Agent, in which case, the Certificate Account may be the Payment Account) and an Eligible Account, in which the Master Servicer shall cause to be deposited from funds in the Certificate Account or, to the extent required hereunder, from its own funds (i) at or before 10:00 a.m., New York time, on the Business Day preceding each Distribution Date, by wire transfer of immediately available funds, any Periodic Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m., New York time, on the Business Day preceding each Distribution Date, by wire transfer of immediately available funds, an amount equal to the Pool Distribution Amount. The Master Servicer may cause the Paying Agent to invest the funds in the Payment Account. Any such investment shall be in Eligible Investments, which shall mature not later than the Business Day preceding the related Distribution Date (unless the Eligible Investments are obligations of the institution that maintains such account, in which case such Eligible Investments shall mature not later than the Distribution Date), and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Payment Account by the Master Servicer out of its own funds immediately as realized. The Paying Agent may withdraw from the Payment Account any amount deposited in the Payment Account that was not required to be deposited therein and may clear and terminate the Payment Account pursuant to Section 9.01. (b) Wells Fargo Bank is hereby appointed as initial Paying Agent to make ▇▇▇▇▇ibutions to Certificateholders and to make available to Certificateholders the Distribution Date Statements and the annual statements required by Section 4.04. The Trustee may appoint one may, at any time, remove or more other Paying Agents or successor Paying Agents meeting replace the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointmentother than Wells Fargo Bank, for so long as Wells Fargo Bank is acting as the Ma▇▇▇▇ Servicer. If Wells Fargo Ban▇ ▇▇ no longer acting as Master Servicer, the Master S▇▇▇▇▇er shall signify pay, from its acceptance own funds, the reasonable compensation of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such any Paying Agent other than the Wells Fargo Bank. The Trustee shall cause any Paying Age▇▇ ▇▇at is not U.S. Bank National Association or Wells Fargo Bank to execute and deliver to the Trustee an instrument (▇ "▇aying Agent Agreement") in which such Paying Agent shall agree agrees with the Trustee, subject to the provisions of Section 6.06, Trustee that such Paying Agent willshall: (ai) allocate hold all sums received amounts remitted to it by the Master Servicer for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates Certificateholders in trust for the benefit of the Holders entitled thereto Certificateholders until such sums shall be paid amounts are distributed to such Holders Certificateholders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than ; (ii) give the Trustee may notice of any default by the Master Servicer in remitting any required amount; (iii) at any time resign and be discharged during the continuance of any such default, upon the written request of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice Trustee, forthwith pay to the Trustee. Any Trustee all amounts held in trust by such Paying Agent may be removed at any time by an instrument filed Agent; and (iv) provide to the Master Servicer the assessment of compliance and accountants report provided for in Section 3.11 with such Paying Agent signed by respect to the Trustee. In Servicing Criteria set forth in Item 1122(d) of Regulation AB applicable to the event duties of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank (a) Prior to the Closing, Buyer shall (at its sole cost and expense) designate Acquiom Financial LLC, a Colorado limited liability company, or such other bank or trust company reasonably acceptable to Buyer and Equityholder Representative, to act as paying agent in connection with the contemplated transactions (the “Paying Agent”). The Trustee may appoint one At or more other Paying Agents or successor Paying Agents meeting prior to the eligibility requirements of a Trustee set forth Closing, Buyer shall provide to, and shall deposit in Section 12.06 (i)trust with, (ii), (iii), (iv), (v) and (vii) hereof. Each the Paying Agent, immediately upon such appointmentan amount in cash equal to the Closing Purchase Price (provided, however, that Buyer shall signify its acceptance have the right to also deposit with and have Paying Agent pay any applicable amounts to the payee indicated in any of the duties and obligations imposed upon it items contemplated by this Agreement Section 2.9). Until used for that purpose, the funds shall be held by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such a non-interest bearing, Federal Deposit Insurance Corporation-insured deposit account, in accordance with a Paying Agent shall agree with Agreement between Buyer and the TrusteePaying Agent, subject to substantially in the provisions of Section 6.06, that such form attached hereto as Exhibit C (the “Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; andAgreement”). (b) hold all sums held by it for At least ten (10) days prior to the distribution Closing Date, Buyer and Equityholder Representative shall cause to be mailed an IRS Form W-8 or W-9, as applicable, and a payment instruction form (in a form reasonably acceptable to Buyer and Equityholder Representative) to each Member, Warrantholder and Optionholder listed on the Consideration Spreadsheet and entitled to payment pursuant to the terms of amounts due this Agreement (“Payee”). Buyer shall use its reasonable best efforts to cause the Paying Agent to make payments (i) on the Closing Date to any Payee who properly completes and submits such documentation at least one (1) business day prior to the Closing Date and (ii) with respect to any other Payee who does not properly complete and submit such documentation on or prior to one (1) business day prior to the Certificates in trust for Closing Date, within three (3) Business Days after such Payee properly completes and submits such documentation. (c) At any time which is more than six (6) months after the benefit of the Holders entitled thereto until such sums Closing, Buyer shall be paid entitled to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than require the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, deliver to it any funds which had been deposited with the Trustee. Upon Paying Agent and have not been disbursed in accordance with this Section 2.9 (including interest and other income received by the appointment, removal or notice Paying Agent in respect of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof funds made available to their addresses appearing on the Certificate Registerit).

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may (a) If the Company shall appoint one or more other Paying Agents or successor Paying Agents meeting for the eligibility requirements of a Trustee set forth in Section 12.06 (i)Debentures, (ii)other than the Indenture Trustee, (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, the Company shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each cause each such Paying Agent other than the Trustee shall to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent agent shall agree with the Indenture Trustee, subject to the provisions of this Section 6.06, that such Paying Agent will4.03: (ai) allocate all sums received for distribution to the Holders of Certificates for which that it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) will hold all sums held by it as such agent for the distribution payment of amounts due with respect the principal of and interest on, the Debentures (whether such sums have been paid to it by the Certificates Company or by any other obligor of such Debentures) in trust for the benefit of the Holders Persons entitled thereto; (ii) that it will give the Indenture Trustee notice of any failure by the Company (or by any other obligor of such Debentures) to make any payment of the principal of and interest on, the Debentures when the same shall be due and payable; (iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(ii) above, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; and (iv) that it will perform all other duties of Paying Agent as set forth in this Indenture. (b) If the Company shall act as its own Paying Agent with respect to any of the Debentures, it shall on or before each due date of the principal of or interest on, the Debentures, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal or interest so becoming due on Debentures until such sums shall be paid to such Holders Persons or otherwise disposed of as herein provided and shall promptly notify the Indenture Trustee of such action, or any failure (by it or any other obligor on such Debentures) to take such action. Whenever the Company shall have one or more Paying Agents for any of the Debentures, it will, prior to each due date of the principal or interest on any Debentures, deposit with the Paying Agent a sum sufficient to pay the principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest, and (unless such Paying Agent is the Indenture Trustee) the Company shall promptly notify the Indenture Trustee of this action or failure so to act. (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section 4.03 is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms and conditions as those upon which such Persons as herein provided. Any Paying Agent other than sums were held by the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any Company or such Paying Agent may be removed at any time Agent; and, upon such payment by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than to the Trustee Indenture Trustee, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent be released from all further liability with respect to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registersuch sums.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting may, subject to the eligibility requirements of a for the Trustee set forth in Section 12.06 (ihereof, other than Section 12.06(iv), (ii), (iii), (iv), (v) and (vii) hereofrespectively appoint one or more successor Paying Agents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (ai) allocate all sums received for distribution to the Holders of Certificates of each Class for which it is acting as Paying Agent on each Remittance Distribution Date among such Holders in the proportion specified by the Trustee; and (bii) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting may, subject to the eligibility requirements of a for the Trustee set forth in Section 12.06 (ihereof, other than Section 12.06(iv), (ii), (iii), (iv), (v) and (vii) hereofrespectively appoint one or more successor Paying Agents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (ai) allocate all sums received for distribution to the Holders of Certificates of each Class for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bii) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Indenture Trustee hereby appoints Marine Midland Bank accepts appointment as Paying Agent. The Indenture Trustee may may, subject to the eligibility requirements for the Indenture Trustee set forth in the Indenture, appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereofAgents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the TrusteeIndenture Trustee with a copy being sent to the Note Insurer. Each such Paying Agent other than the Indenture Trustee shall execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a1) allocate all sums received for distribution to the Holders of Certificates Notes of each Class for which it is acting as Paying Agent on each Remittance Payment Date among such Holders in the proportion specified by the Indenture Trustee; and (b2) hold all sums held by it for the distribution of amounts due with respect to the Certificates Notes in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Indenture Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Indenture Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Indenture Trustee. In the event of the resignation or removal of any Paying Agent other than the Indenture Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Indenture Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Indenture Trustee shall notify the Note Insurer and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with a paying agent selected by Parent with the Company’s prior approval (such approval not to be unreasonably withheld, delayed or conditioned) (the “Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i”), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until holders of Shares (other than Excluded Shares) and pursuant to a paying agent agreement in customary form, cash in immediately available funds in the aggregate amount necessary for the Paying Agent to make the payments contemplated by Section 4.1(a) (such sums cash amount being hereinafter referred to as the “Exchange Fund”). If a Dissenting Stockholder shall be paid fail to such Holders perfect or otherwise disposed shall waive, withdraw or lose the right to appraisal under Section 262 of as herein the DGCL or a court of competent jurisdiction shall determine that such Dissenting Stockholder is not entitled to the relief provided by Section 262 of the DGCL with respect to any Dissenting Shares, (i) such Shares shall cease to be Excluded Shares and pay such sums (ii) Parent shall deposit or cause to such Persons as herein provided. Any be deposited with the Paying Agent other than additional funds in an amount equal to the Trustee may at any time resign and be discharged product of (x) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, or lost its rights to, appraisal pursuant to Section 262 of the duties DGCL and obligations created by this Agreement by giving at least sixty (60y) days written notice to the TrusteePer Share Merger Consideration. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such The Paying Agent shall pay overinvest the Exchange Fund as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of America or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, assign Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing. Any interest and deliver other income resulting from such investment shall become a part of the Exchange Fund, and any moneys held by it as amounts in excess of the aggregate amount payable pursuant to Section 4.1(a) shall be returned to the Surviving Corporation in accordance with Section 4.2(e). To the extent that there are any losses with respect to any such investments, or the Exchange Fund diminishes for any reason below the level required for the Paying Agent to its successormake prompt cash payment pursuant to Section 4.1(a), Parent shall, or if there be no successorshall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Trustee. Upon Exchange Fund is at all times maintained at a level sufficient for the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof Agent to their addresses appearing on the Certificate Registermake all such cash payments under Section 4.1(a).

Paying Agent. The Trustee hereby appoints Marine Midland Bank Person referred to in Section 5.5(a) of the Company Disclosure Letter, or another nationally recognized paying agent selected by the Company, shall act as the paying and exchange agent (the “Paying Agent”) in the Merger. The Trustee may appoint one or more other Prior to the Closing Date, Parent, the Company and the Stockholder Representative shall enter into an agreement with the Paying Agents or successor Agent (the “Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 Agent Agreement”) which shall have customary terms and shall provide that, (i)) on the Closing Date, (ii), (iii), (iv), (v) and (vii) hereof. Each Parent shall deposit with the Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of and payment to the Stockholders, the Closing Payment Fund, and (ii) on each Future Payment Date, Parent or the Escrow Agent, as applicable, shall deposit with the Paying Agent, for the benefit of and payment to the Holders, an amount in cash equal to such Future Payment payable to the Holders entitled thereto until in accordance with this Agreement, including each Milestone Payment due and payable pursuant to Section 5.3(a), (each such sums deposit, a “Future Payment Fund” and, together with the Closing Payment Fund, the “Payment Funds”) by wire transfer of immediately available funds to an account specified by the Paying Agent in writing no later than two (2) Business Days prior to each Future Payment Date. The Paying Agent Agreement shall provide that the Payment Funds shall be paid to such Holders or otherwise disposed of as herein provided held and pay such sums to such Persons as herein provided. Any disbursed by the Paying Agent, and Parent shall cause the Paying Agent other than to hold and disburse the Trustee may at any time resign Payment Funds, in accordance with this Section 5.5 and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the TrusteeSpreadsheet. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such The Paying Agent shall pay overhold the Payment Funds in segregated accounts on behalf of the Holders and use the Closing Payment Fund and each Future Payment Fund for the sole purpose of delivery of the Per Share Closing Consideration to the Stockholders and the delivery of the applicable portion of each Future Payment, assign if any, to the Holders, respectively, in accordance with the terms of this Agreement. At the election of any Holder who is to receive in excess of $1,000,000 in connection with the transactions by this Section 5.5, the Paying Agent shall make any cash payment in excess of $1,000,000 by wire transfer. Notwithstanding anything to the contrary contained in this Agreement, from and deliver after the Effective Time, the Spreadsheet may be amended by a written statement delivered by the Stockholder Representative to the Paying Agent, Parent and the Surviving Company. Parent, the Surviving Company and the Paying Agent shall cooperate to implement procedures to effect any moneys held by it as required withholding of Taxes with respect to any payments specified to be made through the Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice former holders of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate RegisterCompany Options.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution Prior to the Holders Effective Time, Parent shall designate a reputable bank or trust company located in the United States and reasonably acceptable to the Company (as determined by a majority of Certificates the directors as of the date hereof) (the “Paying Agent”) for the holders of Shares in connection with the Merger and to receive the funds to which it is acting as holders of Shares shall become entitled pursuant to Section 2.1(c). At the Effective Time, Parent shall deposit, or shall cause the Surviving Corporation or one of Parent’s other Subsidiaries to deposit, with the Paying Agent on each Remittance Date among such Holders cash in an amount sufficient to pay the proportion specified aggregate Merger Consideration required to be paid pursuant to Section 2.1(c). Such funds shall be invested by the Trustee; andPaying Agent as directed by Parent or the Surviving Corporation, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Shares. (b) hold all sums held Promptly after the Effective Time, the Parent or Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (the “Certificates”), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and executed, the holder of such Certificate shall be entitled to receive and Parent shall cause the Paying Agent to promptly pay to such holder in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and (y) the distribution Person requesting such payment shall have paid any transfer and other Taxes required by reason of amounts due the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not required to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration, without interest thereon. (c) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II. (d) At any time following twelve months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent and not disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Certificates in trust for Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the benefit of foregoing, neither the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than Surviving Corporation nor the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay overbe liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, assign and deliver escheat or similar Law. (e) If any moneys held Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it as with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto pursuant to its successorthis Agreement. (f) Parent, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to the making of such payment under the Code, or if there be no successorany provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the Trustee. Upon appropriate Taxing Authority by Parent, the appointment, removal Surviving Corporation or notice of resignation of any the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Trustee shall notify holder of Certificates in respect of which such deduction and withholding was made by Parent, the Certificateholders by mailing notice thereof to their addresses appearing on Surviving Corporation or the Certificate RegisterPaying Agent.

Paying Agent. The Trustee (i) Administrative Agent hereby appoints Marine Midland Bank W▇▇▇▇ Fargo Bank, National Association as the initial Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting All payments of amounts due and payable in respect of the eligibility requirements Secured Obligations that are to be made from amounts withdrawn from the Collection Account pursuant to Section 4(c) shall be made on behalf of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Borrowers by Paying Agent, immediately upon such appointmentin accordance with the written instruction of Administrative Agent pursuant to Section 4(c). On the Facility Termination Date, shall signify its acceptance of the duties and obligations imposed upon it all funds then held by any Paying Agent under this Agreement by written instrument shall, upon demand of acceptance deposited with the Trustee. Each such Paying Borrowers, be paid to Administrative Agent other than the Trustee shall execute to be held and deliver applied according to the Trustee an instrument in which Section 4(c), and thereupon such Paying Agent shall agree be released from all further liability with respect to such funds. (ii) On each Remittance Date, Borrowers shall pay to Paying Agent the TrusteePaying Agent Fee pursuant to Section 4(c)(i). (iii) Paying Agent h▇▇▇▇▇ agrees that, subject to the provisions of this Section 6.0618(a), that such Paying Agent willit shall: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (bA) hold all any sums held by it for the distribution payment of amounts due with respect to the Certificates Secured Obligations in trust for the benefit of the Holders Persons entitled thereto until such sums shall be paid to such Holders Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying ; (B) give Administrative Agent other than notice of any default by any Borrower of which it has actual knowledge in the Trustee may making of any payment required to be made with respect to the Secured Obligations; (C) at any time resign during the continuance of any Event of Default, upon the written instruction of Administrative Agent (a copy of which shall be provided by Administrative Agent to Borrower Representative), forthwith pay to Administrative Agent any sums due to Administrative Agent so held in trust by Paying Agent; and (D) provide to Lenders such information as is required to be delivered under the Code or any State law applicable to the particular Paying Agent, relating to payments made by Paying Agent under this Agreement. (iv) Any successor paying agent shall be appointed by Administrative Agent, subject to providing notice thereof to L▇▇▇▇▇▇ and Borrower Representative. Administrative Agent and Borrower Representative shall mutually agree in writing on the fees required to engage the services of any such successor paying agent to the extent that such fees exceed those paid to the prior Paying Agent and upon such mutual agreement, such approved fee shall constitute the Paying Agent Fee. (v) Borrowers shall indemnify Paying Agent and its officers, directors, employees and agents (each, a “PA Party” and collectively, the “PA Parties”) for, and hold them harmless against, any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) incurred in connection with or arising out of (A) the performance of its obligations under and in accordance with this Agreement, including without limitation the costs and expenses of (x) investigating any claim or allegation relating to the exercise or performance of any of its powers or duties under this Agreement, and (y) preparing for, and prosecuting or defending itself against any investigation, dispute or legal proceeding, whether pending or threatened, related to any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement; (B) pursuing enforcement (including without limitation by means of any action, claim, or suit brought by Paying Agent for such purpose) of any indemnification or other obligation of Borrowers (the indemnification afforded under this subclause (B) to include, without limitation, any legal fees, costs and expenses incurred by Paying Agent in connection therewith), and (C) the gross negligence, willful misconduct or actual fraud of any Borrower in the performance of its duties hereunder, except in each case to the extent any such loss, liability or expense results from the gross negligence, willful misconduct or actual fraud of Paying Agent or any PA Party (in each case, as determined by a court of competent jurisdiction or as otherwise agreed to by the parties). All such amounts shall be discharged payable in accordance with Section 4(c). In the event any such indemnity amounts are distributed to Paying Agent from the Collection Account pursuant to Section 4(c) prior to deposit by Borrowers of such indemnity amounts therein, the obligation of reimbursement by Borrowers with respect to such indemnity amounts will instead be payable to the Collection Account. The foregoing indemnification shall survive the termination of this Agreement. (vi) Paying Agent shall be liable in accordance herewith only to the extent of the duties obligations specifically undertaken by Paying Agent in such capacity herein. No implied covenants or obligations shall be read into this Agreement against Paying Agent, and obligations created no permissive right or privilege of Paying Agent shall be construed as a duty. In the absence of gross negligence, fraud or willful misconduct on the part of Paying Agent, Paying Agent may conclusively rely and shall be protected in relying upon the truth of any statements and written direction or instruction and the correctness of the opinions expressed in any certificates or opinions furnished to Paying Agent pursuant to and conforming to the requirements of this Agreement. In no event shall Paying Agent be liable for any special, indirect, consequential or punitive damages, even if Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (vii) Paying Agent shall not be liable for (A) an error of judgment made in good faith by one of its officers; or (B) any action taken, suffered or omitted to be taken in good faith in accordance with or believed by it to be authorized or within the discretion or rights or powers conferred by this Agreement by giving or at least sixty the direction of Administrative Agent relating to the exercise of any power conferred upon Paying Agent under this Agreement, in each case, unless it shall be proved that Paying Agent shall have been grossly negligent in ascertaining the pertinent facts or have acted with actual fraud or willful misconduct. (60viii) days Paying Agent shall not be charged with knowledge of any Default, Event of Default or Early Amortization Trigger unless a Responsible Officer of Paying Agent obtains actual knowledge of such event or Paying Agent receives written notice of such event from Borrowers or Administrative Agent, as the case may be. (ix) Without limiting the generality of this Section 17(a), Paying Agent shall have no duty (A) to record, file or deposit this Agreement or any agreement referred to herein or prepare or file any financing statement or continuation statement evidencing a security interest in the Collateral, or maintain any such recording, filing or depositing or to subsequently record, re-file or redeposit any of the same, (B) to pay or discharge any Taxes, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Assets, (C) to confirm, recalculate or verify the contents, accuracy or completeness of any reports or certificates of Administrative Agent or Calculation Agent delivered to Paying Agent pursuant to this Agreement believed by Paying Agent to be genuine and to have been signed or presented by the proper party or parties or (D) to ascertain or inquire as to the Trusteeperformance or observance of any of Borrowers’ representations, warranties or covenants under this Agreement or any other Facility Document. (x) Paying Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require Paying Agent to perform, or be responsible for the manner of performance of, any of the obligations of Borrowers under this Agreement. (xi) Paying Agent may conclusively rely in good faith and shall be protected in acting or refraining in good faith from acting upon any resolution, any certificate of a Responsible Officer of Administrative Agent, any Periodic Remittance Report, any certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (xii) Paying Agent may consult with nationally recognized counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by Paying Agent in good faith and in accordance therewith. In connection with any request that Paying Agent take any action or refrain from taking any action outside the scope of this Agreement, Paying Agent shall be entitled to request and conclusively rely upon, and shall be protected in acting or refraining from acting upon, an officer’s certificate or opinion of counsel. Any opinion of counsel requested by Paying Agent shall be an expense of B▇▇▇▇▇▇▇. (xiii) Paying Agent shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Facility Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of Administrative Agent pursuant to the provisions of this Agreement, unless Administrative Agent, on behalf of the Indemnified Parties, shall have offered to Paying Agent security or indemnity reasonably satisfactory to Paying Agent against the costs, expenses and liabilities that may be incurred therein or thereby. (xiv) Paying Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Administrative Agent; provided, that if the payment within a reasonable time to Paying Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of Paying Agent, not reasonably assured by Borrowers, Paying Agent may require indemnity reasonably satisfactory to Paying Agent from Lenders against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by Borrowers. (xv) Paying Agent shall not be responsible for the acts or omissions of Administrative Agent, Calculation Agent (unless the same entity is then acting as Calculation Agent and Paying Agent), Borrowers, any Lenders or any other Person. (xvi) Any Person into which Paying Agent may be removed merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which to Paying Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of Paying Agent, shall be the successor of Paying Agent under this Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (xvii) Paying Agent does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the SF Properties or the Collateral. (xviii) Paying Agent is authorized, in its good faith discretion, to disregard any and all notices or instructions given by any other party hereto or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court entered or issued with or without jurisdiction. If any property subject hereto is at any time attached, garnished or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by an instrument filed with any court order, or in case any order, judgment or decree shall be made or entered into by any court affecting such property or any part thereof, then and in any of such events Paying Agent signed is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree with which it is advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, writ, judgment or decree it shall not be liable to any other party hereto or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree maybe subsequently reversed, modified, annulled, set aside or vacated. (xix) Paying Agent may: (A) terminate its obligations as Paying Agent under this Agreement (subject to the terms set forth herein) upon at least thirty (30) days’ prior written notice to Borrower Representative, L▇▇▇▇▇▇ and Administrative Agent; provided, however, that, without the consent of Administrative Agent, such resignation shall not be effective until a successor paying agent acceptable to Administrative Agent shall have accepted appointment as Paying Agent, pursuant hereto and shall have agreed to be bound by the Trusteeterms of this Agreement; or (B) be removed upon at least thirty (30) days’ prior written notice (or such shorter period as shall be acceptable to Paying Agent) by Administrative Agent, delivered to Paying Agent, L▇▇▇▇▇▇ and Borrower Representative; provided, however, that without the consent of Administrative Agent, such removal shall not be effective until a successor paying agent acceptable to Administrative Agent shall have accepted appointment as Paying Agent pursuant hereto and shall have agreed to be bound by the terms of this Agreement. In the event of such termination or removal, Administrative Agent shall make reasonable efforts to appoint a successor paying agent. If, however, a successor paying agent is not appointed by Administrative Agent within ninety (90) days after the giving of such notice of resignation, Paying Agent may petition a court of competent jurisdiction for the appointment of a successor paying agent, and the costs of such petition shall be paid by B▇▇▇▇▇▇▇▇. (xx) Any successor paying agent appointed pursuant hereto shall execute, acknowledge, and deliver to Administrative Agent, Borrower Representative and to the predecessor Paying Agent an instrument accepting such appointment under this Agreement. Thereupon, the resignation or removal of any Paying Agent other than the Trustee such predecessor Paying Agent shall pay overbecome effective and such successor paying agent, assign without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor as Paying Agent under this Agreement, with like effect as if originally named as Paying Agent. The predecessor Paying Agent shall, upon payment of its outstanding fees and expenses, deliver any moneys to the successor paying agent all documents and statements and monies held by it as under this Agreement; and Administrative Agent and the predecessor Paying Agent to shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor paying agent all such rights, powers, duties, and obligations. (xxi) In the event Paying Agent’s appointment hereunder is terminated without cause, Administrative Agent shall (A) reimburse Paying Agent for the reasonable out-of-pocket expenses of Paying Agent incurred in transferring any funds in its successor, or if there be no successor, possession to the Trustee. Upon successor paying agent and (B) if such termination occurs on or prior to the appointment, removal or notice first anniversary of resignation the appointment of any such Paying Agent, pay to the Trustee shall notify terminated Paying Agent a termination fee equal to the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerunearned prorated portion of Paying Agent Fee for that first year. (xxii) Borrower Parties hereby agree, in connection with an appointment of a s

Paying Agent. The Trustee hereby appoints Marine Midland Bank (a) As soon as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting practicable after the eligibility requirements of a Trustee set forth in Section 12.06 (i)Closing Date, (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such Paying Agent other than the Trustee shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree mail (i) a Letter of Transmittal and Voting and Support Agreement to every holder of record of outstanding Units and (ii) a Letter of Transmittal and Option Cancellation Agreement to every holder of Options entitled to Non-Employee Option Consideration. Promptly after delivery to the Paying Agent of (A) a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, including a properly completed and duly executed Voting and Support Agreement, a holder of record of outstanding Units shall be entitled to receive a check or wire transfer representing the cash amounts that such holder has the right to receive pursuant to Section 2.4(b), and (B) a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, including a properly completed and duly executed Option Cancellation Agreement, a holder of Options entitled to Non-Employee Option Consideration shall be entitled to receive the Non-Employee Option Consideration in accordance with the Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (a) allocate all sums received for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; andterms hereof. (b) hold all sums held Promptly following the date which is twelve (12) months after the Closing Date, Acquiror shall instruct the Paying Agent to deliver to Acquiror by it for wire transfer of immediately available funds to an account or accounts specified by Acquiror the distribution undistributed portion of amounts due with respect the Closing Consideration (including any interest or other income resulting from the investment of the Closing Consideration), Letters of Transmittal, Voting and Support Agreements, Option Cancellation Agreements and other documents in its possession relating to the Certificates transactions contemplated hereby. Thereafter, each former holder of Units and former holder of Options entitled to Non-Employee Option Consideration who has not delivered a Letter of Transmittal, Voting and Support Agreement and Option Cancellation Agreement, as applicable, may deliver such Letter of Transmittal, Voting and Support Agreement and Option Cancellation Agreement to Acquiror and (subject to applicable abandoned property, escheat and similar laws) receive in trust for consideration therefor, and Acquiror shall promptly pay, the benefit portion of the Holders entitled thereto until such sums shall be paid to such Holders Closing Consideration deliverable in respect thereof as determined in accordance with this Article II without any interest thereon. None of Acquiror, Merger Sub, the Company, the Surviving Entity or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the Trustee. In the event of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver be liable to any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation Person in respect of any Paying Agentcash or property delivered to a public official pursuant to any applicable abandoned property, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Registerescheat or similar law.

Paying Agent. The Trustee hereby appoints Marine Midland Bank as Paying Agent. The Trustee may appoint one or more other Paying Agents or successor Paying Agents meeting Co-Trustees may, subject to the eligibility requirements of a Trustee for the Co-Trustees set forth in Section 12.06 (ihereof, other than Section 12.06(iv), (ii), (iii), (iv), (v) and (vii) hereofrespectively appoint one or more successor Paying Agents. Each Paying Agent, immediately upon such appointment, shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the respective Co-Trustee. Each such Paying Agent other than the respective Co-Trustee shall execute and deliver to the respective Co-Trustee an instrument in which such Paying Agent shall agree with the respective Co-Trustee, subject to the provisions of Section 6.06, that such Paying Agent will: (ai) allocate all sums received for distribution to the Holders of Certificates of each Class for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the respective Co-Trustee; and (bii) hold all sums held by it for the distribution of amounts due with respect to the Certificates in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than the respective Co-Trustee may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice to the respective Co-Trustee. Any such Paying Agent may be removed at any time by an instrument filed with such Paying Agent signed by the respective Co-Trustee. In the event of the resignation or removal of any Paying Agent other than the respective Co-Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the respective Co-Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the respective Co-Trustee shall notify the Certificate Insurer and the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.

Paying Agent. (a) The Trustee hereby appoints Marine Midland Bank as Paying Agent shall establish and maintain a Payment Account, which shall be a separate trust account (unless the Securities Administrator is the Paying Agent, in which case, the Certificate Account may be the Payment Account) and an Eligible Account, in which the Securities Administrator shall cause to be deposited from funds in the Certificate Account or, to the extent required hereunder, from its own funds at or before 10:00 a.m., New York time, on the Business Day preceding each Distribution Date, by wire transfer of immediately available funds, an amount equal to the Pool Distribution Amount. The Securities Administrator may cause the Paying Agent to invest the funds in the Payment Account. Any such investment shall be in Eligible Investments, which shall mature not later than the Business Day preceding the related Distribution Date (unless the Eligible Investments are obligations of the institution that maintains such account, in which case such Eligible Investments shall mature not later than the Distribution Date), and shall not be sold or disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of the Securities Administrator and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Payment Account by the Securities Administrator out of its own funds immediately as realized. The Paying Agent may withdraw from the Payment Account any amount deposited in the Payment Account that was not required to be deposited therein and may clear and terminate the Payment Account pursuant to Section 9.01. (b) Wells Fargo Bank is hereby appointed as initial Paying Agent to make ▇▇▇▇▇ibutions to Certificateholders and to make available to Certificateholders the Distribution Date Statements and the annual statements required by Section 4.04. The Trustee may appoint one may, at any time, remove or more other Paying Agents or successor Paying Agents meeting replace the eligibility requirements of a Trustee set forth in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each Paying Agent, immediately upon such appointmentother than Wells Fargo Bank for so long as Wells Fargo Bank is acting as the Sec▇▇▇▇▇es Administrator. If Wells ▇▇▇▇▇ Bank is no longer acting as Securities Administrator, the ▇▇▇▇rities Administrator shall signify pay, from its acceptance own funds, the reasonable compensation of the duties and obligations imposed upon it by this Agreement by written instrument of acceptance deposited with the Trustee. Each such any Paying Agent other than the Wells Fargo Bank. The Trustee shall cause any Paying Age▇▇ ▇▇at is not [____________________] or Wells Fargo Bank to execute and deliver to the Trustee an instrument (▇ "▇aying Agent Agreement") in which such Paying Agent shall agree agrees with the Trustee, subject to the provisions of Section 6.06, Trustee that such Paying Agent willshall: (ai) allocate hold all sums received amounts remitted to it by the Securities Administrator for distribution to the Holders of Certificates for which it is acting as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; and (b) hold all sums held by it for the distribution of amounts due with respect to the Certificates Certificateholders in trust for the benefit of the Holders entitled thereto Certificateholders until such sums shall be paid amounts are distributed to such Holders Certificateholders or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided. Any Paying Agent other than ; (ii) give the Trustee may notice of any default by the Securities Administrator in remitting any required amount; (iii) at any time resign and be discharged during the continuance of any such default, upon the written request of the duties and obligations created by this Agreement by giving at least sixty (60) days written notice Trustee, forthwith pay to the Trustee. Any Trustee all amounts held in trust by such Paying Agent may be removed at any time by an instrument filed Agent; and (iv) provide to the Securities Administrator the assessment of compliance and accountants report provided for in Section 3.04 with such Paying Agent signed by respect to the Trustee. In Servicing Criteria set forth in Item 1122(d) of Regulation AB applicable to the event duties of the resignation or removal of any Paying Agent other than the Trustee such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. Upon the appointment, removal or notice of resignation of any Paying Agent, the Trustee shall notify the Certificateholders by mailing notice thereof to their addresses appearing on the Certificate Register.