Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a financial institution reasonably acceptable to the Company to act as paying agent for the Public Merger and the LP Mergers (the “Paying Agent”) and enter into a paying agent agreement, in form and substance reasonably acceptable to the Company, with such Paying Agent. Prior to the Effective Time and LP Mergers Effective Time, Parent shall deposit or cause to be deposited (i) with the Paying Agent, cash in an amount sufficient to pay the aggregate Public Merger Consideration, LP Merger Consideration and Warrant Consideration (if applicable) required to be paid in accordance with Section 3.01 and Section 3.02 (such cash shall be referred to in this Agreement as the “Exchange Fund”), and (ii) with the Company, cash in an amount sufficient to pay the aggregate RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration in accordance with Section 3.06 (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 or Section 3.06, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund. Parent shall cause the Surviving Corporation to pay the RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration contemplated to be paid pursuant to Section 3.06 out of the Compensatory Award Fund.

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Timedate of mailing of the Joint Proxy Statement/Prospectus, DSW shall appoint an agent (the “Exchange Agent”) reasonably acceptable to RVI for the purpose of exchanging certificates or book entries, as applicable, Parent shall select a financial institution reasonably acceptable which immediately prior to the Company to act as paying agent for the Public Merger Effective Time evidenced shares of RVI Common Stock and the LP Mergers associated Common Stock Purchase Rights (the “Paying AgentCertificates”) and enter into a paying ), for the applicable Merger Consideration pursuant to an exchange agent agreement, agreement in form and substance reasonably acceptable satisfactory to RVI. On or before the CompanyEffective Time, DSW shall deposit, or shall cause to be deposited, with such Paying the Exchange Agent. Prior , the Merger Consideration to be exchanged or paid in accordance with this Article II, and DSW shall make available from time to time after the Effective Time and LP Mergers Effective Time, Parent shall deposit or cause to be deposited (i) with the Paying Agentas necessary, cash in an amount sufficient to pay any cash payable in lieu of fractional shares pursuant to Section 2.4 and any dividends or distributions to which holders of shares of RVI Common Stock may be entitled pursuant to Section 2.3(c). The Surviving Entity shall send, or shall cause the aggregate Public Merger ConsiderationExchange Agent to send, LP to each holder of record of shares of RVI Common Stock immediately prior to the Effective Time whose shares were converted into the right to receive the Merger Consideration and Warrant Consideration pursuant to Section 2.1, promptly after the Effective Time, (if applicablei) required to be paid a letter of transmittal for use in accordance with Section 3.01 and Section 3.02 such exchange (such cash which shall be referred in form and substance reasonably satisfactory to DSW and RVI and shall specify that the delivery shall be effected, and risk of loss and title in this Agreement as respect of the “Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Fund”), Agent) and (ii) with instructions to effect the Company, cash surrender of the Certificates in an amount sufficient to pay the aggregate RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration in accordance with Section 3.06 (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 or Section 3.06, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make exchange for the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued any dividends or other distributions payable in respect thereof pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund. Parent shall cause the Surviving Corporation to pay the RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration contemplated to be paid pursuant to Section 3.06 out of the Compensatory Award Fund2.3(c).

Surrender and Payment. (a) Prior Sirius shall appoint an agent (the “Exchange Agent”) reasonably acceptable to XM for the purpose of exchanging certificates which immediately prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a financial institution reasonably acceptable to the Company to act as paying agent for the Public evidenced shares of XM Merger and the LP Mergers Stock (the “Paying AgentCertificates”) and enter into a paying for the applicable Merger Consideration pursuant to an exchange agent agreement, agreement in form and substance reasonably acceptable satisfactory to XM. At or as promptly as practicable (and, in any event, within two (2) business days) after the CompanyEffective Time, Sirius shall deposit, or shall cause to be deposited, with such Paying the Exchange Agent. Prior , the Merger Consideration to be exchanged or paid in accordance with this Article II, and Sirius shall make available from time to time after the Effective Time and LP Mergers Effective Time, Parent shall deposit or cause to be deposited (i) with the Paying Agentas necessary, cash in an amount sufficient to pay any cash payable in lieu of fractional shares pursuant to Section 2.3 and any dividends or distributions to which holders of shares of XM Merger Stock may be entitled pursuant to Section 2.2(c). The Surviving Corporation shall send, or shall cause the aggregate Public Exchange Agent to send, to each holder of record of shares of XM Merger Consideration, LP Stock immediately prior to the Effective Time whose shares were converted into the right to receive the applicable Merger Consideration and Warrant Consideration pursuant to Section 2.1, promptly after the Effective Time, (if applicablei) required to be paid a letter of transmittal for use in accordance with Section 3.01 and Section 3.02 such exchange (such cash which shall be referred in form and substance reasonably satisfactory to Sirius and XM and shall specify that the delivery shall be effected, and risk of loss and title in this Agreement as respect of the “Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Fund”), Agent) and (ii) with instructions to effect the Companysurrender of the Certificates in exchange for the applicable Merger Consideration, cash payable in an amount sufficient to pay the aggregate RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration respect thereof in accordance with Section 3.06 (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 or Section 3.06, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued lieu of any fractional shares pursuant to Section 3.01 2.3 and Section 3.02 out of the Exchange Fund. Parent shall cause the Surviving Corporation to pay the RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration contemplated to be paid any dividends or other distributions payable in respect thereof pursuant to Section 3.06 out of the Compensatory Award Fund2.2(c).

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a financial institution appoint an agent reasonably acceptable to the Company to act as paying agent for the Public Merger and the LP Mergers (the “Paying Agent”) and enter into a paying agent agreement, in form and substance reasonably acceptable to for the Company, with such Paying Agent. Prior to purpose of exchanging for the Effective Time and LP Mergers Effective Time, Parent shall deposit or cause to be deposited Upfront Consideration (i) the Certificates and (ii) the Book-Entry Shares. On the Closing Date, Parent or one of its Affiliates shall deposit cash with the Paying Agent, cash Agent in an amount sufficient to pay the aggregate Public Merger Consideration, LP Merger Upfront Consideration and Warrant Consideration (if applicable) required to be paid payable in respect of all the Shares converted in accordance with Section 3.01 2.04(a) and Section 3.02 represented by the Certificates and the Book-Entry Shares (such cash shall be referred to in this Agreement as cash, the “Exchange Consideration Fund”), and (ii) with the Company, cash in an amount sufficient to pay the aggregate RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration . Until disbursed in accordance with Section 3.06 (this Agreement, the cash in the Consideration Fund will be used for the purposes provided in this Agreement, or as otherwise agreed by the Company and Parent before the Effective Time. Any interest and other income resulting from such cash investments shall be referred paid solely to in this Agreement Parent. No investment losses resulting from investment of the Consideration Fund shall diminish the rights of any holder of Certificates or Book-Entry Shares representing Shares that were outstanding immediately prior to the Effective Time to receive the Upfront Consideration as the “Compensatory Award Fund”)provided herein. In the event the Exchange Fund or the Compensatory Award Consideration Fund shall be insufficient to make pay the payments in connection with the Public Merger and the LP Mergers contemplated by Upfront Consideration (including, without limitation, on account of any Upfront Consideration returned to Parent pursuant to Section 3.01, Section 3.02 ‎2.05(i) or Section 3.06, respectively2.05(j)), Parent shall promptly deposit deliver, or cause to be deposited delivered, additional funds with to the Paying Agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable paymentsuch payments. The Paying Consideration Fund shall not be used for any other purpose. For the avoidance of doubt, Parent shall not be required to deposit any funds related to any CVR with the Rights Agent shall, unless and until such deposit is required pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out terms of the Exchange FundCVR Agreement. At or prior to the Effective Time, Parent shall cause duly authorize, execute and deliver, and shall ensure that the Surviving Corporation to pay Rights Agent duly authorizes, executes and delivers, the RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration contemplated to be paid pursuant to Section 3.06 out of the Compensatory Award FundCVR Agreement.

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a financial institution reasonably acceptable to appoint Mellon Investor Services LLC as the Company to act as paying exchange agent for the Public Merger and the LP Mergers (the “Paying Exchange Agent”) and enter into a paying agent agreement, in form and substance reasonably acceptable to the Company, with such Paying Agent. Prior to promptly following the Effective Time shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of Company Common Stock, an amount of cash in U.S. dollars sufficient to pay, and LP Mergers shall make available to the Exchange Agent certificates representing the shares of Parent Common Stock sufficient to issue, the Per Share Consideration payable and issuable pursuant to Section 3.01 and the Cashed Out Award Consideration payable pursuant to Section 3.06, payable, in the case of Company Common Stock, upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Company Common Stock represented by book-entry (“Book-Entry Shares”) and payable pursuant to the provisions of this Article 3. Following the Effective Time, Parent shall deposit or cause agrees to be deposited (i) with make available to the Paying Exchange Agent, from time to time as needed, cash in an amount U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 3.02(g). Any cash and certificates representing Parent Common Stock deposited with the aggregate Public Merger Consideration, LP Merger Consideration Exchange Agent (including the amount of any dividends or other distributions payable with respect thereto and Warrant Consideration (if applicable) required such cash in lieu of fractional shares to be paid in accordance with pursuant to Section 3.01 and Section 3.02 (such cash 3.03) shall be referred to in this Agreement as the “Exchange Fund”), and (ii) with the Company, cash in an amount sufficient to pay the aggregate RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration in accordance with Section 3.06 (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). In the event the .” The Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 or Section 3.06, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Per Share Consideration contemplated to be issued pursuant to Section 3.01 and the Cashed Out Award Consideration contemplated to be issued pursuant to Section 3.02 3.06(a) out of the Exchange Fund. Parent Except as contemplated by this Section 3.02, the Exchange Fund shall cause the Surviving Corporation to pay the RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration contemplated to not be paid pursuant to Section 3.06 out of the Compensatory Award Fundused for any other purpose.

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicableClosing Date, Parent shall shall, at its sole cost and expense, (i) select a financial institution nationally recognized bank or trust company that is organized and doing business under the laws of the United States (the identity and terms of appointment of which shall be reasonably acceptable to the Company Company) to act as paying agent for in the Public Merger and the LP Mergers (the “Paying Agent”) and (ii) enter into a paying agent agreement, in form and substance reasonably acceptable to the Company, with such Paying Agent. Prior At or prior to the Effective Time and LP Mergers Effective Time, Parent shall deposit deposit, or cause to be deposited deposited, (ix) with the Paying Agent, cash in an amount sufficient to pay the aggregate Public Merger Consideration, LP Common Stock Merger Consideration and Warrant Consideration (if applicable) required to be paid in accordance with Section 3.01 and Section 3.02 this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”), ) and (iiy) with the Company, cash in an amount sufficient to pay the aggregate RSU Consideration, Option Consideration and Restricted Stock Consideration and Vested Performance Consideration in accordance with Section 3.06 this Agreement (such cash shall be referred to in this Agreement as the “Company Compensatory Award Fund”). In the event the Exchange Fund or the Company Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 3.01 or Section 3.06, respectively3.05, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, shall deliver the Public Merger Consideration and LP Common Stock Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out of the Exchange FundFund in accordance with the terms of the paying agent agreement. Following the Closing, Parent shall cause the Surviving Corporation to pay through payroll to the RSU applicable holders of Company Options and Company Restricted Stock Awards the Option Consideration and Restricted Stock Consideration, Restricted Stock Consideration and Vested Performance Consideration respectively, contemplated to be paid pursuant to Section 3.06 3.05 out of the Company Compensatory Award Fund. The Exchange Fund and the Company Compensatory Award Fund shall not be used for any purpose other than to fund payments pursuant to Section 3.01 or Section 3.05, except as expressly provided for in this Agreement.

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a nationally recognized financial institution (the identity and terms of appointment of which shall be reasonably acceptable to the Company Company) to act as paying agent for in the Public Merger and the LP Mergers (the “Paying Agent”) and enter into a paying agent agreement, for the payment of the Merger Consideration in form and substance reasonably acceptable to the Company, with such Paying Agent. Prior respect of each share of Company Common Stock outstanding immediately prior to the Effective Time represented by a Certificate and LP Mergers each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares and except for any Dissenting Shares. Prior to or substantially concurrently with the Effective Time, Parent shall deposit or cause to be deposited (i) with the Paying Agent, cash in an amount sufficient to pay the aggregate Public Merger Consideration, LP Merger Consideration and Warrant Consideration (if applicable) required to be paid by the Paying Agent in accordance with Section 3.01 and Section 3.02 this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”), and (ii) with the Company, cash in an amount sufficient for the Company to pay the aggregate RSU Consideration, Restricted Stock Option Consideration and Vested Performance PSU/RSU Consideration (solely with respect to Company RSU Awards and Company PSU Awards that are vested as of the Closing) in accordance with Section 3.06 this Agreement (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 3.01 or Section 3.063.05, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving CorporationCompany, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, and Parent shall cause the Paying Agent to, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund. Parent shall cause the Surviving Corporation or the applicable Subsidiary to pay the RSU Consideration, Restricted Stock Option Consideration and Vested Performance PSU/RSU Consideration (solely with respect to Company RSU Awards and Company PSU Awards that are vested as of the Closing) contemplated to be paid pursuant to Section 3.06 3.05 out of the Compensatory Award Fund. The Exchange Fund and the Compensatory Award Fund shall not be used for any other purpose.

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a financial institution reasonably acceptable to the Company reputable bank or trust company to act as paying agent for Paying Agent in the Public Merger and the LP Mergers (the “Paying Agent”) and enter into a paying agent agreement, for the payment of (i) the Merger Consideration in form and substance reasonably acceptable to the Company, with such Paying Agent. Prior respect of each share of Company Common Stock outstanding immediately prior to the Effective Time represented by a Certificate and LP Mergers each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares and the Subsidiary-held Shares, and except for any Dissenting Shares and (ii) the Option Consideration, PSU Consideration and RSU Consideration payable by the Paying Agent pursuant to Section 3.05. At or immediately after the Effective Time, Ultimate Parent shall cause Parent to, and Parent shall, deposit or cause to be deposited (i) with the Paying Agent, Agent cash in an amount sufficient to pay the aggregate Public Merger Consideration, LP Merger RSU Consideration, PSU Consideration and Warrant Option Consideration (if applicable) required to be paid by the Paying Agent in accordance with Section 3.01 and Section 3.02 this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”), and (ii) with the Company, cash in an amount sufficient to pay the aggregate RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration in accordance with Section 3.06 (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers Consideration contemplated by Section 3.013.01 or the Option Consideration, PSU Consideration or RSU Consideration contemplated by Section 3.02 or Section 3.063.05, respectively, Ultimate Parent shall cause Parent to, and Parent shall, promptly (and in any case within two Business Days of learning of any such insufficiency) deposit or cause to be deposited additional funds with the Paying Agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable such payment. The Paying Agent shall, pursuant to Table of Contents irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and the Option Consideration, PSU Consideration and RSU Consideration contemplated to be issued pursuant to Section 3.02 3.05 out of the Exchange Fund. Parent The Exchange Fund shall cause the Surviving Corporation to pay the RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration contemplated to not be paid pursuant to Section 3.06 out of the Compensatory Award Fundused for any other purpose.

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent Merger Sub shall select appoint a financial institution bank or trust company reasonably acceptable satisfactory to the Company to act as paying disbursing agent for the Public Merger and the LP Mergers (the “Paying Disbursing Agent”) and for the payment of Merger Consideration upon surrender of certificates representing the Shares. Prior to the Effective Time, Merger Sub will enter into a paying disbursing agent agreement, agreement with the Disbursing Agent in form and substance reasonably acceptable to the Company, with such Paying Agent. Prior to the Effective Time and LP Mergers Effective Time, Parent shall cause Merger Sub to deposit or cause to be deposited (i) with the Paying Agent, Disbursing Agent in trust for the benefit of the Company’s shareholders cash in an aggregate amount sufficient necessary to pay make the aggregate Public Merger Consideration, LP Merger Consideration and Warrant Consideration (if applicablepayments pursuant to Section 3.06(b) required to be paid in accordance with Section 3.01 and Section 3.02 holders of Shares (such cash shall be amounts being hereinafter referred to in this Agreement as the “Exchange Fund”), and (ii) with prior to the Company, cash in an amount sufficient to pay the aggregate RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration in accordance with Section 3.06 (time such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 or Section 3.06, respectively, Parent shall promptly deposit or cause are to be deposited additional funds with made by the Paying Agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable paymentDisbursing Agent. The Paying Disbursing Agent shall, pursuant to irrevocable instructions, deliver make the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 payments provided in the preceding sentence out of the Exchange Fund. For purposes of determining the amount to be so deposited, Merger Sub shall assume that no shareholder of the Company will perfect any right to appraisal of his, her or its Shares. The Disbursing Agent shall invest the Exchange Fund as directed by Merger Sub; provided that, such investments shall be (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) commercial paper rated the highest quality by either Mxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation; provided further that, no loss thereon or thereof shall affect the amounts payable to holders of Shares pursuant to Section 3.06(b). Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 3.06(b) shall be promptly paid to Parent. Merger Sub shall, and Parent shall cause Merger Sub to, promptly replenish the Surviving Corporation Exchange Fund to pay the RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration contemplated to be paid pursuant to Section 3.06 out extent of the Compensatory Award Fundany investment losses.

Surrender and Payment. (a) Prior Not less than one (1) day prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent Buyer and the Entitled Holders’ Agent shall select enter into a financial institution reasonably acceptable to the Company to act as paying agent for agreement in the Public Merger and form attached hereto as Exhibit D (the LP Mergers “Paying Agent Agreement”) with JPMorgan Chase Bank, National Association (the “Paying Agent”) for the purpose of exchanging Company Certificate(s) for the Stockholder Merger Consideration in accordance with this Article I. Buyer and enter into a paying agent agreement, in form the Entitled Holders’ Agent shall each be responsible for one-half of the fees and substance reasonably acceptable to expenses of the Company, with such Paying Agent. Prior to At or substantially contemporaneously with the Effective Time and LP Mergers Effective TimeClosing, Parent Buyer shall deposit deposit, or cause to be deposited (i) deposited, with the Paying Agent, for the benefit of the Company Stockholders, by wire transfer of immediately available funds, cash in an amount sufficient to pay the aggregate Public Merger Consideration, LP Stockholder Merger Consideration and Warrant Consideration (if applicable) required less the aggregate amount of cash to be paid in accordance with to holders of In-the-Money Company Options, pursuant to Section 3.01 and Section 3.02 1.8(f)(ii)) (such cash shall be being hereinafter referred to in this Agreement as the “Exchange Fund”). The Exchange Fund shall not be used for any purpose other than the payment of the Stockholder Merger Consideration and shall not be subject to any claim of Buyer under Section 1.7, and (ii) Section 4.7 or Article VII. The Exchange Fund shall be invested by the Paying Agent as set forth in the Paying Agent Agreement. Any losses resulting from the investment of the Exchange Fund shall not in any way diminish Buyer's obligations to pay the full amount of the Stockholder Merger Consideration. At or substantially contemporaneously with the CompanyClosing, Buyer shall pay, or cause to be paid, to the Company the aggregate amount of cash in an amount sufficient to pay the aggregate RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration in accordance with Section 3.06 (such cash shall be referred to in this Agreement as portion of the “Compensatory Award Fund”). In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 or Section 3.06, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Stockholder Merger Consideration and LP Merger Consideration contemplated allocable to be issued holders of In-the-Money Company Options pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund. Parent shall cause the Surviving Corporation to pay the RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration contemplated to be paid pursuant to Section 3.06 out of the Compensatory Award Fund1.8(f).

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a nationally recognized financial institution (the identity and terms of appointment of which shall be reasonably acceptable to the Company Company) to act as paying agent for the Public Merger and the LP Mergers (the “Paying Agent”) and enter into a paying agent agreement, for the payment of the Merger Consideration in form and substance reasonably acceptable to the Company, with such Paying Agent. Prior respect of each share of Company Common Stock outstanding immediately prior to the Effective Time represented by a Certificate and LP Mergers each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares and except for any Dissenting Shares. Prior to or substantially concurrently with the Effective Time, Parent shall deposit or cause to be deposited (i) with the Paying Agent, an aggregate amount of cash in an amount that, when taken together with cash available on the Company’s balance sheet that is deposited with the Paying Agent at the Effective time, is sufficient to pay the aggregate Public Merger Consideration, LP Merger Consideration and Warrant Consideration (if applicable) required to be paid by the Paying Agent in accordance with Section 3.01 and Section 3.02 this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”), ) and (ii) with the Company, cash in an amount sufficient for the Company to pay the aggregate Vested RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration in accordance with Section 3.06 this Agreement (such cash shall be referred to in this Agreement as the “Compensatory Vested Award Fund”); provided that the Company shall, and shall cause its Subsidiaries to, at the written request of Parent, deposit with the Paying Agent at the Closing such portion of the aggregate Merger Consideration, or fund such portion of the aggregate Vested RSU Consideration from the Company Cash on Hand as specified in such request. In the event the Exchange Fund or the Compensatory Vested Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 3.01 or Section 3.063.05, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving CorporationCompany, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP aggregate Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund. Parent shall cause the Surviving Corporation to pay the Vested RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration contemplated to be paid pursuant to Section 3.06 3.05 out of the Compensatory Vested Award Fund. The Exchange Fund and the Compensatory Vested Award Fund shall not be used for any other purpose.

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a nationally recognized financial institution reasonably acceptable to the Company to act as paying agent for the Public Merger and the LP Mergers (the “Paying Agent”) identity and enter into a paying agent agreement, in form and substance terms of appointment of which shall be reasonably acceptable to the Company, with such ) to act as Paying Agent in the Merger (the "Paying Agent") for the payment of the Merger Consideration in respect of each share of Company Common Stock outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares, restricted shares pursuant to a Company Restricted Stock Award and except for any Dissenting Shares. Prior to the Effective Time and LP Mergers Effective Time, Parent shall deposit or cause to be deposited (i) with the Paying Agent, cash in an amount sufficient to pay the aggregate Public Merger Consideration, LP Merger Consideration and Warrant Consideration (if applicable) required to be paid by the Paying Agent in accordance with Section 3.01 and Section 3.02 this Agreement (such cash shall be referred to in this Agreement as the “"Exchange Fund”"), and (ii) with the Company, cash in an amount sufficient such that the Company has sufficient cash on hand to pay the aggregate RSU Consideration, Restricted Stock Option Consideration and Vested Performance RS/RSU Consideration in accordance with Section 3.06 this Agreement (such cash shall be referred to in this Agreement as the “"Compensatory Award Fund”"). In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 3.01 or Section 3.063.05, respectively, Parent shall promptly deposit or cause to be deposited additional funds cash with the Paying Agent or the Surviving CorporationCompany, as applicable, in an amount that is equal to the deficiency in the amount required to make pay the applicable paymentMerger Consideration, the Option Consideration or the RS/RSU Consideration, as applicable. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund. Parent shall cause the The Surviving Corporation or an Acquired Company, as applicable, shall pay through payroll (subject to pay withholding and deductions required by Applicable Law) the RSU Consideration, Restricted Stock Option Consideration and Vested Performance RS/RSU Consideration contemplated to be paid pursuant to Section 3.06 3.05 out of the Compensatory Award Fund. The Exchange Fund and the Compensatory Award Fund shall not be used for any other purpose.

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a nationally recognized financial institution (the identity and terms of appointment of which shall be reasonably acceptable to the Company Company) to act as paying agent for the Public Merger and the LP Mergers Paying Agent (the “Paying Agent”) and enter into a paying agent agreement, for the payment of the Merger Consideration in form and substance reasonably acceptable to the Company, with such Paying Agent. Prior respect of each share of Company Common Stock outstanding immediately prior to the Effective Time represented by a Certificate and LP Mergers each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares, any Dissenting Shares and the Gato Shares. At or prior to the Closing, Parent shall deposit or cause to be deposited (i) with the Paying Agent, cash in an amount sufficient to pay the aggregate Public Merger Consideration, LP Merger Consideration and Warrant Consideration (if applicableother than the Employee RS Award Consideration) required to be paid by the Paying Agent in accordance with Section 3.01 and Section 3.02 this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”), and (ii) with the Company, cash in an amount sufficient to pay the aggregate RSU Consideration, Restricted Stock Option Consideration and Vested Performance Employee RS Award Consideration in accordance with Section 3.06 this Agreement (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 ‎Section 3.01 or Section 3.06‎Section 3.05, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving CorporationCompany, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration (other than the Employee RS Award Consideration) contemplated to be issued pursuant to Section ‎Section 3.01 and Section 3.02 out of the Exchange Fund. Parent shall cause the Surviving Corporation to pay the RSU Consideration, Restricted Stock Option Consideration and Vested Performance Employee RS Award Consideration contemplated to be paid pursuant to Section 3.06 ‎Section 3.05 out of the Compensatory Award Fund. The Exchange Fund and the Compensatory Award Fund shall not be used for any other purpose.

Surrender and Payment. (a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a nationally recognized financial institution (the identity and terms of appointment of which shall be reasonably acceptable to the Company Company) to act as paying agent for the Public Merger and the LP Mergers Paying Agent (the “Paying Agent”) and enter into a paying agent agreement, for the payment of the Merger Consideration in form and substance reasonably acceptable to the Company, with such Paying Agent. Prior respect of each share of Company Common Stock outstanding immediately prior to the Effective Time represented by a Certificate and LP Mergers each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares and except for any Dissenting Shares and Rollover Shares. At or prior to the Effective Time, Parent shall deposit or cause to be deposited (i) with the Paying Agent, cash in an amount sufficient to pay the aggregate Public Merger Consideration, LP Merger Consideration and Warrant Consideration (if applicable) required to be paid by the Paying Agent in accordance with Section 3.01 and Section 3.02 this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”), and (ii) with the Company, cash in an amount sufficient to pay the aggregate Option Consideration, RSU Consideration, Restricted Stock Consideration and Vested Performance RSA Consideration in accordance with Section 3.06 this Agreement (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”); provided that the Company shall, and shall cause its Subsidiaries to, at the written request of Parent, deposit with the Paying Agent at the Closing such portion of the Merger Consideration, Option Consideration, RSU Consideration or RSA Consideration from the Company Cash on Hand as specified in such request. In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 3.01 or Section 3.063.05, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving CorporationCompany, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund. Parent shall cause the Surviving Corporation to pay the Option Consideration, RSU Consideration, Restricted Stock Consideration and Vested Performance RSA Consideration contemplated to be paid pursuant to Section 3.06 3.05 out of the Compensatory Award Fund. The Exchange Fund and the Compensatory Award Fund shall not be used for any other purpose.