Any and all amounts required hereunder to be paid to [[Organization C:Organization]] shall be paid to [[Organization C:Organization]] pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all [[Organization C:Organization]] Payment Deliverables received by [[Organization B:Organization]] at any time (and any and all [[Organization C:Organization]] Payment Deliverables that are or are deemed to be in or under the custody, possession or control of [[Organization B:Organization]] at any time) shall be held in trust by [[Organization B:Organization]] as the property and for the benefit of [[Organization C:Organization]]. In such event, [[Organization B:Organization]] shall, and [[Organization B:Organization]] has a fiduciary duty to [[Organization C:Organization]], # to hold in trust, as the property and for the benefit of [[Organization C:Organization]], the [[Organization C:Organization]] Payment Deliverables and (ii) (A) to immediately turn over and deliver to [[Organization C:Organization]] each [[Organization C:Organization]] Payment Deliverable, in kind, and in the exact form received, no later than one (1) Business Day after receipt thereof, and concurrently, endorse to [[Organization C:Organization]] any instrument or other form of payment payable to [[Organization B:Organization]], but which is to be paid to [[Organization C:Organization]] under this Agreement, # not to release any [[Organization C:Organization]] Payment Deliverable to any other Person without [[Organization C:Organization]]’s prior written consent, and # not to negotiate or otherwise seek to convert to cash any [[Organization C:Organization]] Payment

Any and all amounts[[Organization C:Organization]] Document Deliverables required hereunder to be paiddelivered to [[Organization C:Organization]]the Document Custodian shall be paiddelivered to [[Organization C:Organization]]the Document Custodian pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all [[Organization C:Organization]] PaymentDocument Deliverables received by [[Organization B:Organization]] at any time (and any and all [[Organization C:Organization]] PaymentDocument Deliverables that are or are deemed to be in or under the custody, possession or control of [[Organization B:Organization]] at any time) shall be held in trust by [[Organization B:Organization]] as the property and for the benefit of [[Organization C:Organization]]. In such event, [[Organization B:Organization]] shall, and [[Organization B:Organization]] has a fiduciary duty to [[Organization C:Organization]], # to hold in trust,trust for [[Organization C:Organization]], and as the property and for the benefit of [[Organization C:Organization]], the [[Organization C:Organization]] PaymentDocument Deliverables and (ii) (A) to immediately turn over and deliver to [[Organization C:Organization]]the Document Custodian each [[Organization C:Organization]] Payment Deliverable, in kind, and in the exact form received,Document Deliverable no later than one (1) Business Day after receipt thereof, and concurrently, endorse tothereof (except that [[Organization B:Organization]] may deliver the applicable [[Organization C:Organization]] any instrument or other formDocument Deliverables to the Document Custodian by such later time, if any, permitted by the express terms of payment payable to [[Organization B:Organization]], but which is to be paid to [[Organization C:Organization]] under this Agreement,Agreement) and # not to release any [[Organization C:Organization]] PaymentDocument Deliverable to any Person (other than the Document Custodian). Nothing contained in this Section authorizes or permits the delivery to [[Organization B:Organization]] or any other Person without [[Organization C:Organization]]’s prior written consent, and # not to negotiate or otherwise seek to convert to cash(other than the Document Custodian) of any [[Organization C:Organization]] PaymentDocument Deliverables which are required under this Agreement to be delivered directly to the Document Custodian.