Agent Agreement Sample Contracts

Delcath Systems – Information Agent Agreement (July 13th, 2018)

This letter agreement (this Agreement) by and between D.F. King & Co., Inc.(King), and Delcath Systems, Inc. (the Company), sets forth the terms and conditions of the engagement of King by the Company, in connection with the offer (the Rights Offer) by the Company to issue Subscription Rights to purchase shares of Common Stock at a Subscription Price (the Shares) to holders of common stock and holders of warrants (the Holders). This Agreement shall commence on the date hereof and shall terminate on the completion, expiration or termination of the Rights Offering (the Term). Capitalized terms used herein and not defined shall have the definitions ascribed to such terms in the Propectus.

Hpev, Inc. – Independent Agent Agreement (April 17th, 2018)

THIS AGREEMENT effective as of the 26th day of October, 2017 by and between Cool Technologies, Inc., a Nevada corporation with offices at 8875 Hidden River Parkway, #300, Tampa, FL 33637 (collectively hereinafter the "Company") and Barron and Associates, LLC., a Nevada Corporation located at 5636 Donald Road, Las Vegas , Nevada 89131 USA (collectively hereinafter "Agent").

Capitol Acquisition Holding Co Ltd. – Cision Ltd. Dealer Manager and Solicitation Agent Agreement (April 17th, 2018)

Cision Ltd., a Cayman Islands exempted company (the "Company" or "we"), plans to make offers (each such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), an "Exchange Offer," and collectively, the "Exchange Offers"), for any and all of its outstanding warrants (as set forth in the Prospectus) (the "Warrants") in exchange for consideration consisting of 0.26 ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.

AGENT AGREEMENT Between Hatteland Display AS Amsosen 5578 Nedre Vats Norway (Hereinafter Referred to as "HD") and E-Mlx Co., Ltd. 9F Seoul Technopark B/D (April 17th, 2018)

Content 1 Definitions applicable to this Agreement 3 2 Appointment 3 3 Conditions of Sale 3 4 Commission 4 5 Warranty 4 6 Indemnities 5 7 Confidentiality 5 8 Notices 5 9 Termination 6 10 Force Majeure 6 11 Applicable Law and Disputes 6 12 Amendments 7 13 Effective date of contract (E.D.O.C) 7

Pivotal Software, Inc. – Amended and Restated Agent Agreement (April 9th, 2018)

This Amended and Restated Agent Agreement (Agreement), effective as of [April 2, 2018] [March 30, 2018] (Effective Date) is entered into by and between [EMC Corporation, a Massachusetts company, with offices at 176 South Street, Hopkinton, Massachusetts] [EMC Information Systems International, an Irish company with offices at Ovens, County Cork, Ireland], (Agent) and [Pivotal Software, Inc. (formerly known as GoPivotal, Inc.), a Delaware company with a principal place of business at 875 Howard Street, 5th floor, San Francisco, CA 94103 as successor-in-interest to GoPivotal Inc. under the Domestic Reseller Agreement (defined below)] [Pivotal Software International (formerly known as GoPivotal International Limited), an Irish company with a principal place of business at Ovens, County Cork, Ireland] (Principal). This Agreement amends, restates, and supersedes the Agent Agreement effective as of January 1, 2016 between the parties.

Zion Oil & Gas Inc – Information Agent Agreement (April 2nd, 2018)

This letter agreement (this "Agreement") by and between D.F. King & Co., Inc. ("King"), and Zion Oil & Gas, Inc.(the "Company"), sets forth the terms and conditions of the engagement of King by the Company, in connection with the offer (the "Rights Offer") by the Company to issue Subscription Rights to holders of common stock (the "Holders"). This Agreement shall commence on the date hereof and shall terminate on the completion, expiration or termination of the Rights Offering (the "Term"). Capitalized terms used herein and not defined shall have the definitions ascribed to such terms in the Prospectus.

Paying Agent, Registrar & Transfer Agent and Authenticating Agent Agreement (January 24th, 2018)

THIS AGREEMENT is dated as of April 18, 2016, and shall remain in effect thereafter, among JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the "Issuer"), JPMorgan Chase & Co., a Delaware corporation (the "Guarantor"), Deutsche Bank Trust Company Americas, a New York banking corporation as trustee under the Note Indenture (as defined below) (the "Note Trustee"), The Bank of New York Mellon, a New York banking corporation, in each of its capacities hereunder ("BNY Mellon") and The Bank of New York Mellon, London Branch, in each of its capacities hereunder ("BNY Mellon London" and, together with BNY Mellon, each, an "Agent" and collectively, the "Agents").

S&W Seed Company – Subscription Agent and Information Agent Agreement (November 3rd, 2017)

This SUBSCRIPTION AGENT AND INFORMATION AGENT AGREEMENT (this "Agreement") is made and entered into as of [*], 2017 between, S&W Seed Company, a Nevada corporation (the "Company"), and Transfer Online, Inc. (the "Agent"), with respect to the following facts:

Refinancing Amendment and Successor Administrative Agent Agreement (September 26th, 2017)

SECONDTHIRD AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of June 11September 22, 20152017 (originally dated as of November 9, 2012 and firstpreviously amended and restated on November 19, 2013 and as of June 11, 2015), among MRC Global (US) Inc. (f/k/a McJunkin Red Man Corporation), a Delaware corporation (the Borrower), MRC Global Inc., a Delaware corporation (the Parent), each Subsidiary Guarantor from time to time party thereto, the lending institutions from time to time parties hereto (each a Lender and, collectively, the Lenders), JPMorgan Chase Bank of America, N.A., as Administrative Agent, and U.S. Bank National Association, as Collateral Trustee, Bank of America, N.A., Barclays Bank PLC (Barclays), Goldman Sachs Lending Partners LLC (Goldman Sachs) and Wells Fargo Securities, LLC (Wells Fargo), as Joint Lead Arrangers and Joint Bookrunners, KeyBank National Association (KeyBank) and SunTrust Robinson Humphrey (STRH) as Co-Managers, Merrill Lynch, Pierce, Fenner and

Porto Holdco B.V. – PLAYA HOTELS & RESORTS N.V. Form of Dealer Manager and Solicitation Agent Agreement (May 22nd, 2017)
Exchange and Escrow Agent Agreement (May 13th, 2016)

Provectus Biopharmaceuticals, Inc., a Delaware corporation (the Issuer), proposes to offer (the Exchange Offer) to holders of certain outstanding warrants (the Existing Warrants) to purchase shares of common stock, $0.001 par value per share (Common Stock), to temporarily modify the terms of such Existing Warrants so that each holder who tenders Existing Warrants during the offer period for early exercise will be able to do so at an exercise price of $0.75 per share (Existing Warrants currently have exercise prices ranging from $1.00 to $3.00 per share). Each Existing Warrant holder who tenders Existing Warrants for early exercise during the offer period will receive, in addition to the Common Stock purchased upon exercise, an equal number of warrants to purchase Common Stock (the Replacement Warrants). Each Replacement Warrant will have a cash exercise price of $0.85 per share and will expire on June 19, 2020, unless sooner exercised. The terms and conditions of the Exchange Offer as

Paying Agent, Registrar & Transfer Agent and Authenticating Agent Agreement (April 4th, 2016)

THIS AGREEMENT is dated as of [ ], and shall remain in effect thereafter, among JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the "Issuer"), JPMorgan Chase & Co., a Delaware corporation (the "Guarantor"), Deutsche Bank Trust Company Americas, a New York banking corporation as trustee under the Warrant Indenture (as defined below) (the "Warrant Trustee"), The Bank of New York Mellon, a New York banking corporation, in each of its capacities hereunder ("BNY Mellon") and The Bank of New York Mellon, London Branch, in each of its capacities hereunder ("BNY Mellon London" and, together with BNY Mellon, each, an "Agent" and collectively, the "Agents").

Paying Agent, Registrar & Transfer Agent and Authenticating Agent Agreement (April 4th, 2016)

THIS AGREEMENT is dated as of [ ], 2016, and shall remain in effect thereafter, among JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the "Issuer"), JPMorgan Chase & Co., a Delaware corporation (the "Guarantor"), Deutsche Bank Trust Company Americas, a New York banking corporation as trustee under the Note Indenture (as defined below) (the "Note Trustee"), The Bank of New York Mellon, a New York banking corporation, in each of its capacities hereunder ("BNY Mellon") and The Bank of New York Mellon, London Branch, in each of its capacities hereunder ("BNY Mellon London" and, together with BNY Mellon, each, an "Agent" and collectively, the "Agents").

Paying Agent, Registrar & Transfer Agent and Authenticating Agent Agreement (February 24th, 2016)

THIS WARRANT INDENTURE, dated as of [ ] among JPMORGAN CHASE FINANCIAL COMPANY LLC, a Delaware limited liability company (the "Issuer"), JPMORGAN CHASE & CO., a Delaware corporation (the "Guarantor"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the "Trustee"),

medbox – Confidential Treatment Requested Growers Agent Agreement (January 21st, 2016)

THIS GROWERS AGENT AGREEMENT (the Agreement) is made and entered into as of the 18th day of December, 2015 by and between Medbox, Inc., a Nevada corporation, doing business as Notis Global (Notis) and Whole Hemp Company, LLC, a Colorado limited liability company (Whole Hemp) (Notis and Whole Hemp are referred to herein collectively as the Parties and individually as a Party), with reference to the following facts:

Exchange and Escrow Agent Agreement (December 31st, 2015)

Provectus Biopharmaceuticals, Inc., a Delaware corporation (the Issuer), proposes to offer (the Exchange Offer) to holders of certain outstanding warrants (the Existing Warrants) to purchase shares of common stock, $0.001 par value per share (Common Stock), to temporarily modify the terms of such Existing Warrants so that each holder who tenders Existing Warrants during the offer period for early exercise will be able to do so at an exercise price of $0.75 per share (Existing Warrants currently have exercise prices ranging from $1.00 to $3.00 per share). Each Existing Warrant holder who tenders Existing Warrants for early exercise during the offer period will receive, in addition to the Common Stock purchased upon exercise, an equal number of warrants to purchase Common Stock (the Replacement Warrants). Each Replacement Warrant will have a cash exercise price of $0.85 per share and will expire on June 19, 2020, unless sooner exercised. The terms and conditions of the Exchange Offer as

Incapital Trust Products II LLC – Administrative Agent Agreement (September 23rd, 2015)

This ADMINISTRATIVE AGENT AGREEMENT, dated [ ], 2015 (this Agreement"), is by and between Incapital Holdings LLC, an Illinois limited liability company ("Administrative Agent"), and Incapital Trust Products II LLC, a Delaware limited liability company ("ITP"). The Administrative Agent and ITP individually are referred to as "Party" and collectively as the "Parties".

Incapital Trust Products II LLC – Administrative Agent Agreement (July 29th, 2015)

This ADMINISTRATIVE AGENT AGREEMENT, dated [ ], 2015 (this Agreement"), is by and between Incapital Holdings LLC, an Illinois limited liability company ("Administrative Agent"), and Incapital Trust Products II LLC, a Delaware limited liability company ("ITP"). The Administrative Agent and ITP individually are referred to as "Party" and collectively as the "Parties".

Placement Agent Agreement (May 20th, 2015)
Zion Oil & Gas Inc – Warrant Agent Agreement (February 6th, 2015)

This Warrant Agent Agreement (this "Agreement") is made effective as of February 2, 2015, by and between Zion Oil & Gas, Inc., a Delaware corporation having its principal place of business at 6510 Abrams Road, Suite 300, Dallas, Texas 75231 (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company with offices at 6201 15th Avenue, Brooklyn, NY 11219 ("AST") and is an amendment to the Warrant Agreement dated August 1, 2014 between the Company and AST by the expansion of the Unit option program.

Digital Caddies, Inc. – PLACEMENT AGENT AGREEMENT April __, 2014 (August 19th, 2014)

This the Placement Agent Agreement is made by and between Digital Caddies, Inc., an Oklahoma corporation (the "Company"), and Paulson Investment Company, Inc., an Oregon corporation ("Paulson" or the "Placement Agent"), as of the date first above written.

ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of August 11, 2014 Among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY & CO. LLC for Themselves and on Behalf of the Several Underwriters WILMINGTON TRUST, NATIONAL ASSOCIATION, Not in Its Individual Capacity, but Solely as Pass Through Trustee for and on Behalf of United Airlines Pass Through Trust 2014-2a-O as Pass Through Trustee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Paying Agent (August 14th, 2014)

ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of August 11, 2014, (as amended, modified or supplemented from time to time, this "Agreement") among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY & CO. LLC, for themselves and on behalf of the several Underwriters of the Certificates referred to below (the "Underwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") under the Pass Through Trust Agreement referred to below; and W

ESCROW AND PAYING AGENT AGREEMENT (Class B) Dated as of August 11, 2014 Among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY & CO. LLC for Themselves and on Behalf of the Several Underwriters WILMINGTON TRUST, NATIONAL ASSOCIATION, Not in Its Individual Capacity, but Solely as Pass Through Trustee for and on Behalf of United Airlines Pass Through Trust 2014-2b-O as Pass Through Trustee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Paying Agent (August 14th, 2014)

ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of August 11, 2014, (as amended, modified or supplemented from time to time, this "Agreement") among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY & CO. LLC, for themselves and on behalf of the several Underwriters of the Certificates referred to below (the "Underwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") under the Pass Through Trust Agreement referred to below; and W

Standard Drilling – Amendment No. 2 to Placement Agent Agreement (June 12th, 2014)

THIS AMENDMENT NO. 2 TO PLACEMENT AGENT AGREEMENT (Amendment) is entered into this 11th day of June, 2014 by and between EFactor Group Corp., a Nevada corporation (the Company), and Monarch Bay Securities, LLC (the Placement Agent).

Standard Drilling – Amendment No. 1 to Placement Agent Agreement (May 30th, 2014)

THIS AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENT (Amendment) is entered into this 30th day of May, 2014 by and between EFactor Group Corp., a Nevada corporation (the Company), and Monarch Bay Securities, LLC (the Placement Agent).

Suburban Propane Partners, L.P. – Dealer Manager and Solicitation Agent Agreement (May 13th, 2014)
First Amendment to Agent Agreement (April 21st, 2014)

THIS FIRST AMENDMENT TO AGENT AGREEMENT (this Amendment) dated as of April , 2014 is entered into by and between Wunderlich Securities, Inc., a Tennessee corporation (the Agent), and Pinnacle Entertainment, Inc., a Delaware corporation (the Company).

First Amendment to Agent Agreement (April 21st, 2014)

THIS FIRST AMENDMENT TO AGENT AGREEMENT (this Amendment) dated as of April 21, 2014 is entered into by and between Wunderlich Securities, Inc., a Tennessee corporation (the Agent), and Pinnacle Entertainment, Inc., a Delaware corporation (the Company).

ESCROW AND PAYING AGENT AGREEMENT (Class B) Dated as of April 7, 2014 Among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent MORGAN STANLEY & CO. LLC and CREDIT SUISSE SECURITIES (USA) LLC for Themselves and on Behalf of the Several Underwriters WILMINGTON TRUST, NATIONAL ASSOCIATION, Not in Its Individual Capacity, but Solely as Pass Through Trustee for and on Behalf of United Airlines Pass Through Trust 2014-1b-O as Pass Through Trustee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Paying Agent (April 9th, 2014)

ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of April 7, 2014, (as amended, modified or supplemented from time to time, this "Agreement") among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); MORGAN STANLEY & CO. LLC and CREDIT SUISSE SECURITIES (USA) LLC, for themselves and on behalf of the several Underwriters of the Certificates referred to below (the "Underwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") under the Pass Through Trust Agreement referred to below; and WIL

ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of April 7, 2014 Among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent MORGAN STANLEY & CO. LLC and CREDIT SUISSE SECURITIES (USA) LLC for Themselves and on Behalf of the Several Underwriters WILMINGTON TRUST, NATIONAL ASSOCIATION, Not in Its Individual Capacity, but Solely as Pass Through Trustee for and on Behalf of United Airlines Pass Through Trust 2014-1a-O as Pass Through Trustee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Paying Agent (April 9th, 2014)

ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of April 7, 2014, (as amended, modified or supplemented from time to time, this "Agreement") among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); MORGAN STANLEY & CO. LLC and CREDIT SUISSE SECURITIES (USA) LLC, for themselves and on behalf of the several Underwriters of the Certificates referred to below (the "Underwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") under the Pass Through Trust Agreement referred to below; and WIL

ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of August 15, 2013 Among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY & CO. LLC for Themselves and on Behalf of the Several Underwriters WILMINGTON TRUST, NATIONAL ASSOCIATION, Not in Its Individual Capacity, but Solely as Pass Through Trustee for and on Behalf of United Airlines Pass Through Trust 2013-1a-O as Pass Through Trustee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Paying Agent (August 21st, 2013)

ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of August 15, 2013, (as amended, modified or supplemented from time to time, this "Agreement") among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY & CO. LLC, for themselves and on behalf of the several Underwriters of the Certificates referred to below (the "Underwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") under the Pass Through Trust Agreement referred to below; and W

ESCROW AND PAYING AGENT AGREEMENT (Class B) Dated as of August 15, 2013 Among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY & CO. LLC for Themselves and on Behalf of the Several Underwriters WILMINGTON TRUST, NATIONAL ASSOCIATION, Not in Its Individual Capacity, but Solely as Pass Through Trustee for and on Behalf of United Airlines Pass Through Trust 2013-1b-O as Pass Through Trustee and WILMINGTON TRUST, NATIONAL ASSOCIATION as Paying Agent (August 21st, 2013)

ESCROW AND PAYING AGENT AGREEMENT (Class B) dated as of August 15, 2013, (as amended, modified or supplemented from time to time, this "Agreement") among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY & CO. LLC, for themselves and on behalf of the several Underwriters of the Certificates referred to below (the "Underwriters" and together with their respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") under the Pass Through Trust Agreement referred to below; and W

Ryerson Procurement Corp – Contract (July 17th, 2013)
Kandi Technolgies – FT Global Capital, Inc. 1200 Abernathy Road Building 600 Suite 1700 Atlanta, GA 30328 (June 26th, 2013)

Hu XiaomingChairman & Chief Executive Officer Kandi Technologies, Inc. Jinhua City Industrial Zone Jinhua, Zhejiang Province Peoples Republic of China, 321016

US Airways Group – ESCROW AND PAYING AGENT AGREEMENT (Class C) Dated as of June 6, 2013 Among WILMINGTON TRUST, NATIONAL ASSOCIATION, as Escrow Agent GOLDMAN, SACHS & CO., as Underwriter WILMINGTON TRUST COMPANY, Not in Its Individual Capacity, but Solely as Pass Through Trustee for and on Behalf of US Airways Pass Through Trust 2012-2c-O and WILMINGTON TRUST COMPANY, as Paying Agent (June 6th, 2013)

ESCROW AND PAYING AGENT AGREEMENT (Class C) dated as of June 6, 2013, (as amended, modified or supplemented from time to time, this Agreement) among WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the Escrow Agent); GOLDMAN, SACHS & CO., as the Underwriter of the Certificates referred to below (the Underwriter and together with its respective transferees and assigns as registered owners of the Certificates, the Investors) under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the Pass Through Trustee) under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, as paying agent hereunder (in such capacity, together with its successors in such capacity, the Paying Agent).