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, 000 Xxxxxxx Xxxxxx, 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 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 Xxxxxx, 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 Xxxxx’x 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. (a) The Trustee hereby appoints Marine Midland Bank Owner Lessor shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Lessor Notes must be presented for registration of transfer and payment by a paying agent ("PAYING AGENT"). The Paying Agent shall keep a register of the Lessor Notes both as to principal and stated interest thereon and of their transfer. The Owner Lessor shall cause the Paying Agent to ensure that the transfer of any Lessor Notes will be effected only by the surrender of the old instrument and either (i) the reissuance by the Paying Agent of the old instrument to the new holder or (ii) the issuance by the Paying Agent of a new instrument to the new holder. The Owner Lessor shall also cause the Paying Agent to ensure that the right to the principal of, and stated interest on, any Lessor Notes will be transferred only through the book entry system maintained by the Paying Agent. The Trustee Owner Lessor may appoint one or more other additional paying agents. The term Paying Agents Agent includes any additional paying agent. The Owner Lessor may change any Paying Agent without notice to any Noteholder. The Owner Lessor shall notify the Security Agent and the Lease Indenture Trustee in writing of the name and address of any Paying Agent not a party to this Lease Indenture. If the Owner Lessor fails to appoint 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 maintain another entity as 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 Lease Indenture 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 act as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; andsuch. (b) hold all sums held by it for The Owner Lessor initially appoints the distribution of amounts due Lease Indenture Trustee to act as the Paying Agent and to act as Custodian with respect to the Certificates Lessor Notes. (c) The Security Agent shall deposit with the Lease Indenture Trustee for as long as the Lessor Note Indenture is outstanding, (or to the Paying Agent if applicable) a sum sufficient to pay such principal and interest, and premium, if any, when so becoming due. The Owner Lessor shall require each Paying Agent (other than the Lease Indenture Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Noteholders or 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 Lease Indenture Trustee all money held by the Paying Agent other than for the Trustee may at any time resign payment of principal of or interest on the Lessor Notes 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 Lease Indenture Trustee of any default by mailing notice thereof to their addresses appearing on the Certificate RegisterSecurity Agent in making any such payment.

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. (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 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. 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 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. (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 (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: Mxxxxx Xxxxxxxx, 30 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Telephone: (000) 000-0000, Facsimile: (000) 000-0000. 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: (000) 000-0000. 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 (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. (a) The Trustee Lender hereby appoints Marine Midland Bank Xxxxx 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. 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 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 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 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 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 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. (a) The Trustee Lender hereby appoints Marine Midland Bank Xxxxx 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. 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 (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 xxxxxx 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 Xxxxxxx 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 Xxxxxxxx. (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, Xxxxxxx 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 Xxxxxxxxx. (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 (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, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, Email: xxxxxxx0@xxxxxxxxx.xxx. 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 (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: Mxxxxx Xxxxxxxx, 30 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, telephone: (000) 000-0000, facsimile: (000) 000-0000. 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: (000) 000-0000. 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 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. (a) The Trustee hereby appoints Marine Midland Bank Owner Lessor shall maintain in the Borough of Manhattan, the City of New York, an office or agency where Lessor Notes must be presented for registration of transfer and payment by a paying agent ("Paying Agent"). The Paying Agent shall keep a register of the Lessor Notes both as to principal and stated interest thereon and of their transfer. The Owner Lessor shall cause the Paying Agent to ensure that the transfer of any Lessor Notes will be effected only by the surrender of the old instrument and either (i) the reissuance by the Paying Agent of the old instrument to the new holder or (ii) the issuance by the Paying Agent of a new instrument to the new holder. The Owner Lessor shall also cause the Paying Agent to ensure that the right to the principal of, and stated interest on, any Lessor Notes will be transferred only through the book entry system maintained by the Paying Agent. The Trustee Owner Lessor may appoint one or more other additional paying agents. The term Paying Agents Agent includes any additional paying agent. The Owner Lessor may change any Paying Agent without notice to any Noteholder. The Owner Lessor shall notify the Security Agent and the Lease Indenture Trustee in writing of the name and address of any Paying Agent not a party to this Lease Indenture. If the Owner Lessor fails to appoint 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 maintain another entity as 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 Lease Indenture 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 act as Paying Agent on each Remittance Date among such Holders in the proportion specified by the Trustee; andsuch. (b) hold all sums held by it for The Owner Lessor initially appoints the distribution of amounts due Lease Indenture Trustee to act as the Paying Agent and to act as Custodian with respect to the Certificates Lessor Notes. (c) The Security Agent shall deposit with the Lease Indenture Trustee for as long as the Lessor Note Indenture is outstanding, (or to the Paying Agent if applicable) a sum sufficient to pay such principal and interest, and premium, if any, when so becoming due. The Owner Lessor shall require each Paying Agent (other than the Lease Indenture Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Noteholders or 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 Lease Indenture Trustee all money held by the Paying Agent other than for the Trustee may at any time resign payment of principal of or interest on the Lessor Notes 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 Lease Indenture Trustee of any default by mailing notice thereof to their addresses appearing on the Certificate RegisterSecurity Agent in making any such payment.

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, 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, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, Email: xxxxxxx0@xxxxxxxxx.xxx. 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 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 Xxxxx Fargo Bank for so long as Xxxxx Fargo Bank is acting as the Securities Administrator. If Xxxxx 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 Xxxxx Fargo Bank]. The Trustee shall cause any Paying Agent [that is not Xxxxx 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. 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 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. 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. (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 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. 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 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. (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 xxxxxibutions 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 Secxxxxxes Administrator. If Wells Xxxxx Bank is no longer acting as Securities Administrator, the Xxxxrities 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 Agexx xxat is not [____________________] or Wells Fargo Bank to execute and deliver to the Trustee an instrument (x "Xaying 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. 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 CitiMortgage or the Trustee hereby appoints Marine Midland Bank as may remove a Paying Agent, and CitiMortgage, with the Trustee’s approval, may appoint another Paying Agent. Any Paying Agent must, and CitiMortgage will remove any Paying Agent that at any time fails to, satisfy the criteria in the following paragraph. A Paying Agent · may not be an Originator, CitiMortgage or an affiliate of CitiMortgage unless the Paying Agent is an agency and trust department of Citibank, N.A., · must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and · must be rated at least A-1 by S&P if S&P is a rating agency, and at least F1 by Fitch if Fitch is a rating agency. If no Paying Agent is appointed, the Trustee will be the Paying Agent. CitiMortgage will notify the rating agencies of any change of Paying Agent. The Paying Agent will · hold all amounts deposited with it by CitiMortgage or the Trustee may appoint one for payment on the certificates in trust for the benefit of the certificate holders and any Insurer until the amounts are paid to the certificate holders or more other Paying Agents the Insurer or successor Paying Agents meeting otherwise disposed of in accordance with this agreement, · give the eligibility requirements Trustee notice of any default by CitiMortgage in making any such deposit, and · during the continuance of a default by CitiMortgage in making such a deposit, upon the Trustee’s written request, immediately pay to the Trustee set forth all amounts so held in Section 12.06 (i), (ii), (iii), (iv), (v) and (vii) hereof. Each trust by 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 CitiMortgage will cause any Paying Agent other than that is not the Trustee shall or a signatory to this agreement to execute and deliver to the Trustee an instrument in which such the Paying Agent shall agree agrees with the Trustee, subject to Trustee that the provisions of Section 6.06, that such Paying Agent will: (a) allocate will have all sums received for distribution to the Holders rights and obligations of Certificates for which it is acting as a 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 under 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 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, 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 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 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 and expense 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.