Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. (a) The Escrow Agent shall release the Funds in accordance with written instructions received from the relevant Party or Parties as follows: (i) Upon the satisfaction of the conditions set forth in Section 3.01 of the Credit Agreement (without giving effect to the proviso to Section 3.01(d)) the Company will deliver the Company Release Request in the form of Exhibit A to the Administrative Agent and the Escrow Agent, and following the Administrative Agent’s execution acknowledging and agreeing thereto, the Escrow Agent, upon receipt of the Company Release Request executed by the Parties will, as soon as possible, but not later than the Business Day immediately following receipt of an acknowledged Company Release Request, release the Funds to the Company by wire transfer of immediately available funds in accordance with the wire instructions provided to the Escrow Agent as set forth in Section 3(b) hereof; or (ii) If the conditions contained in clause (a)(i) of this Section 3 have not been satisfied by the earliest to occur of (x) the date that is three Business Days after the making of the Specified Loan, (y) August 15, 2017 or (z) the date the Escrow Agent receives a written notice from the Administrative Agent that the principal amount of and accrued and unpaid interest on the Specified Loan has become immediately due and payable pursuant to Article VI of the Credit Agreement (the earliest to occur of (x), (y) or (z), the “Outside Date”), upon the receipt of an Administrative Agent Notice substantially in the form of Exhibit B annexed hereto, the Escrow Agent will immediately, but not later than the Business Day immediately following the Outside Date, release the Funds to the Administrative Agent by wire transfer of immediately available funds in accordance with the wire instructions provided to the Escrow Agent as set forth in Section 3(b) hereof. Notwithstanding anything to the contrary set forth in Section 8, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Fund, must be in writing executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedules 1-A and 1-B (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email on a Business Day only at the fax number or email address set forth in Section 8 below. Each Designation of Authorized Representatives shall be signed by the Secretary, any Assistant Secretary or other duly authorized officer of the named Party. No instruction for or related to the transfer or distribution of the Funds shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Funds if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. (b) The Parties each acknowledge that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Company and/or the Administrative Agent, respectively, without a verifying call-back as set forth in Section 3(c) below: Bank name: Bank name: Bank Address: Bank Address: ABA Number: ABA Number: Credit A/C Name: Credit A/C Name: Credit A/C #: Credit A/C #: Credit A/C Address: Credit A/C Address: If Applicable: If Applicable: FFC A/C Name: FFC A/C Name: FFC A/C #: FFC A/C #: FFC A/C Address: FFC A/C Address: It is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to the above funds transfer instructions, the date, amount and/or description of payments may change without requiring a verifying callback. The Parties agree that any other repetitive funds transfer instructions may be given to Escrow Agent by the Parties jointly for one or more beneficiaries where only the date, amount of funds to be transferred, and/or the description of the payment may change (“Standing Instructions”). Any such Standing Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as set forth above) for the beneficiary. Any such set-up of Standing Instructions, and any changes in existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Instructions will continue to be followed until cancelled by the Parties jointly in a writing signed by an Authorized Representative and delivered to Escrow Agent in accordance with this Section. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Instructions and all identifying information set forth therein for each beneficiary. Each Party agrees that any Standing Instructions shall be effective as the funds transfer instructions of such Party or the Parties, as applicable, without requiring a verifying callback, as set forth in Section 3(c) below. (c) In the event any other funds transfer instructions other than those described in Section 3(b) above are set forth in a permitted instruction from a Party or the Parties in accordance with Section 3(a), Escrow Agent is authorized to confirm such instructions by a telephone call-back to one of the Authorized Representatives, and Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative. The persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized officer of the applicable Party setting forth such changes and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Except as set forth in Section 3(b) above, no funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. (d) Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party or the Parties and confirmed by an Authorized Representative. Further the beneficiary’s bank in the funds transfer instruction may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and confirmed by an Authorized Representative even though it identifies a person different from the named beneficiary. (e) As used in this Section 3, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable. Upon delivery of the Funds in full by Escrow Agent pursuant to this Section 3, this Agreement shall terminate and the related account(s) shall be closed, subject to the provisions of Section 6.

Disposition and Termination. (a) The Escrow Agent shall release amounts from the Funds only in accordance with (A) joint written instructions received from the relevant Party or Parties as follows: (i) Upon the satisfaction of the conditions set forth in Section 3.01 of the Credit Agreement (without giving effect to the proviso to Section 3.01(d)) the Company will deliver the Company Release Request in the form of Exhibit A to the Administrative Agent Seller and the Escrow Agent, and following the Administrative Agent’s execution acknowledging and agreeing thereto, the Escrow Agent, upon receipt of the Company Release Request executed by the Parties will, as soon as possible, but not later than the Business Day immediately following receipt of an acknowledged Company Release Request, release the Funds to the Company by wire transfer of immediately available funds in accordance with the wire instructions provided to the Escrow Agent as set forth in Section 3(b) hereof; or (ii) If the conditions contained in clause (a)(i) of this Section 3 have not been satisfied by the earliest to occur of (x) the date that is three Business Days after the making of the Specified Loan, (y) August 15, 2017 or (z) the date the Escrow Agent receives a written notice from the Administrative Agent that the principal amount of and accrued and unpaid interest on the Specified Loan has become immediately due and payable pursuant to Article VI of the Credit Agreement (the earliest to occur of (x), (y) or (z), the “Outside Date”), upon the receipt of an Administrative Agent Notice Buyer substantially in the form of Exhibit B annexed heretoA-1 attached hereto (“Joint Release Notice”) executed by each Party as evidenced by the signatures of such Party’s respective Authorized Representative, which joint written instructions shall specify the Fund from which such release shall be made and the party and account to whom such release shall be paid or (B) a final award, judgment or court order of a court of competent jurisdiction (“Court Order”) delivered by one of the Parties to the Escrow Agent and accompanied by written instruction from an Authorized Representative of such Party to effect such Court Order and the Escrow Agent shall be entitled to rely upon any such instructions and shall have no responsibility to review the Court Order to which such instruction refers or to make any determination as to whether such Court Order is final. Within three (3) Business Days after the date on which the Escrow Agent receives such an executed Joint Release Notice or a Court Order, the Escrow Agent will immediately, but not later than shall disburse the Business Day immediately following the Outside Date, release portion of the Funds set forth in the Joint Release Notice or the Court Order, as applicable, to the Administrative persons or accounts designated in such Joint Release Notice or Court Order, as applicable Whenever Escrow Agent is required to make payment of the Funds pursuant to this Agreement, Escrow Agent shall promptly (and in any event within 3 Business Days) pay such amount in cash by wire transfer of in immediately available funds in accordance with the wire instructions provided to the Escrow Agent as set forth in Section 3(b) hereoffunds. Notwithstanding anything to the contrary set forth in Section 8, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the FundFunds, must be in writing executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedules 1-A and 1-B (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email on a Business Day only at the fax number or email address set forth in Section 8 below. Each Designation of Authorized Representatives shall be signed by the Secretary, any Assistant Secretary or other duly authorized officer of the named Party. No instruction for or related to the transfer or distribution of the Funds shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Funds if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. (b) . The Parties each acknowledge that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Company Buyer and/or the Administrative AgentSeller, respectively, without a verifying call-back as set forth in Section 3(c3(b) below: The Buyer: The Seller: ING Bank name: NV HSBC Bank name: Bank Address: Bank Address: ABA Number: ABA Number: Credit A/C Name: Credit A/C Name: Credit A/C USA NA, New York IBAN #: Credit A▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ SWIFT: MRMD US33 BIC/C SWIFT Code: ▇▇▇▇▇▇▇▇ CHIPS UID 075995 Currency: USD Fedwire #: Credit A/C Address021001088 For account of: Credit A/C AddressThe Hongkong and Shanghai Banking Corporation Limited (Swift code: If Applicable▇▇▇▇▇▇▇▇▇▇▇) Hong Kong Main ▇▇▇▇▇▇ ▇ ▇▇▇▇▇’▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Account No.: If Applicable▇▇▇-▇▇▇▇▇-▇ Beneficiary: FFC A/C Name▇▇▇▇▇▇▇ ▇▇▇▇ Far East Trading Limited Account no: FFC A/C Name: FFC A/C #: FFC A/C #: FFC A/C Address: FFC A/C Address: It is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to the above funds transfer instructions▇▇▇-▇▇▇▇▇▇-▇▇▇ Additionally, the date, amount and/or description of payments may change without requiring a verifying callback. The Parties agree that any other repetitive funds transfer instructions may be given to Escrow Agent by the Parties jointly for one or more beneficiaries where only the datedate of the requested transfer, the amount of funds to be transferred, and/or the description of the payment may shall change within the repetitive instructions (“Standing Settlement Instructions”). Any such Standing Settlement Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as set forth above) for the beneficiary. Any such set-up of Standing InstructionsSettlement Instructions (other than those established concurrently with the execution of this Agreement), and any changes in existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Settlement Instructions will continue to be followed until cancelled by the Parties jointly in a writing signed by an Authorized Representative of each Party and delivered to Escrow Agent in accordance with this Section. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Each Party agrees that any Standing Settlement Instructions shall be effective as the funds transfer instructions of such Party or the Parties, as applicable, without requiring a verifying callback, as set forth in Section 3(c3(b) below, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. (cb) In the event any other funds transfer instructions other than those described in Section 3(b) above are set forth in a permitted instruction from a Party or the Parties in accordance with Section 3(a)3, Escrow Agent is authorized to confirm seek confirmation of such funds transfer instructions by a single telephone call-back to one of the Authorized RepresentativesRepresentatives of such Party or Parties, as the case may be, and Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative. The persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized officer of the applicable Party setting forth such changes and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Except as set forth in Section 3(b3(a) above, no funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. (d) . Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party or the Parties in accordance with Section 3 and confirmed by an Authorized RepresentativeRepresentative of such Party or Parties. Further Further, the beneficiary’s bank in the funds transfer instruction may make payment on the basis of the account number provided in such Party’s Party or the Parties’ instruction and confirmed by an Authorized Representative of such Party or Parties even though it identifies a person different from the named beneficiary. (ec) The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet and the Parties hereby expressly assume such risks. (d) As used in this Section 3, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable. Upon delivery of the Funds in full by Escrow Agent pursuant to this Section 3, this Agreement shall terminate and the related account(s) shall be closed, subject to the provisions of Section 6.

Disposition and Termination. (a) The Parties agree to notify Escrow Agent shall release in writing of the Funds closing date of the Offering (the “Offering Closing Date”) at least one Business Day (as hereafter defined) in accordance with advance thereof, and, by the Offering Closing Date, whether or not Depositor received subscriptions for the Minimum Offering Amount. Upon receipt of such written instructions received from notification one of the relevant Party or Parties as followsfollowing procedures will take place: (i) Upon If Depositor has received subscriptions for the satisfaction of Minimum Offering Amount by the conditions set forth in Section 3.01 of Offering Closing Date, on the Credit Agreement (without giving effect Offering Closing Date the Funds will be promptly paid to or credited to the proviso account of, or otherwise transferred pursuant to Section 3.01(d)) the Company will deliver the Company Release Request in the form of Exhibit A to the Administrative Agent and the Escrow Agent, and following the Administrative AgentIssuer’s execution acknowledging and agreeing thereto, the Escrow Agent, upon receipt of the Company Release Request executed by the Parties will, as soon as possible, but not later than the Business Day immediately following receipt of an acknowledged Company Release Request, release the Funds to the Company by wire funds transfer of immediately available funds in accordance with the wire instructions provided to the Escrow Agent as set forth in Section section 3(b) hereofbelow; or (ii) If Depositor has not received subscriptions for the conditions contained Minimum Offering Amount by the Offering Closing Date, the Parties shall provide to Escrow Agent an electronic spreadsheet or list in clause a form reasonably acceptable to Escrow Agent containing the amount received from each subscriber whose Funds have been deposited with Escrow Agent (a)(iwith respect to each subscriber the “Subscriber Investment Amount”) along with the name, address and Taxpayer Identification Number, if any, of each subscriber. The aggregate of all Subscriber Investment Amounts shall be equal to the amount of the Funds on the Offering Closing Date. Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount pursuant to joint written instructions of the Parties within five (5) Business Days of receipt of the information described in this Section 3 have not been satisfied by the earliest to occur of 3(a)(ii). (xb) the date that is three Business Days after the making of the Specified Loan, (y) August 15, 2017 or (z) the date the Escrow Agent receives a written notice from the Administrative Agent that the principal amount of and accrued and unpaid interest on the Specified Loan has become immediately due and payable pursuant to Article VI of the Credit Agreement (the earliest to occur of (x), (y) or (z), the “Outside Date”), upon the receipt of an Administrative Agent Notice substantially in the form of Exhibit B annexed hereto, the Escrow Agent will immediately, but not later than the Business Day immediately following the Outside Date, release the Funds to the Administrative Agent by wire transfer of immediately available funds in accordance with the wire instructions provided to the Escrow Agent as set forth in Section 3(b) hereof. Notwithstanding anything to the contrary set forth in Section 8, any Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the FundFunds, must be in writing or set forth in a Portable Document Format (“PDF”), executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedules 1-A and 1-B in Schedule 1 (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email on a Business Day only at the fax number or email address set forth in Section 8 below. Each Designation of Authorized Representatives shall be signed by the Secretary, any Assistant Secretary or other duly authorized officer of the named Party. No instruction for or related to the transfer or distribution of the Funds shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Funds if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. (b) . The Parties each acknowledge that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due Funds pursuant to the Company and/or the Administrative Agent, respectivelySection 3(a)(i), without a verifying call-back as set forth in Section 3(c) below: Issuer: Bank name: Depositor: Bank name: Bank Address: Bank Address: ABA Numbernumber: ABA Numbernumber: Credit A/C Account name: Account Name: Credit A/C NameAccount number: Credit A/C #: Credit A/C #: Credit A/C Address: Credit A/C Address: If Applicable: If Applicable: FFC A/C Name: FFC A/C Name: FFC A/C #: FFC A/C #: FFC A/C Address: FFC A/C Address: It is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to the above funds transfer instructions, the date, amount and/or description of payments may change without requiring a verifying callback. The Parties agree that any other repetitive funds transfer instructions may be given to Escrow Agent by the Parties jointly for one or more beneficiaries where only the date, amount of funds to be transferred, and/or the description of the payment may change (“Standing Instructions”). Any such Standing Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as set forth above) for the beneficiary. Any such set-up of Standing Instructions, and any changes in existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Instructions will continue to be followed until cancelled by the Parties jointly in a writing signed by an Authorized Representative and delivered to Escrow Agent in accordance with this Section. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Instructions and all identifying information set forth therein for each beneficiary. Each Party agrees that any Standing Instructions shall be effective as the funds transfer instructions of such Party or the Parties, as applicable, without requiring a verifying callback, as set forth in Section 3(c) below.Account Number: (c) In the event any other funds transfer instructions other than those described in Section 3(b) above are set forth in a permitted instruction from a Party or the Parties in accordance with Section 3(a), Escrow Agent is authorized to confirm seek confirmation of such funds transfer instructions by a single telephone call-back to one of the Authorized Representatives, and Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative. The persons designated as Authorized Representatives and telephone numbers designated for same call-backs may be changed only in a writing executed by an Authorized Representative or other duly authorized officer Representatives of the applicable Party setting forth such changes and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Except as set forth in Section 3(b3(a) above, no funds Funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. (d) . Escrow Agent, any intermediary bank Agent and the beneficiary’s 's bank in any funds Funds transfer may rely solely upon the any account numbers or similar identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction numbers provided by a Party or the Parties and confirmed by an Authorized Representative. Further . (d) The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the beneficiary’s bank in Internet and the funds transfer instruction may make payment on the basis of the account number provided in Parties hereby expressly assume such Party’s or the Parties’ instruction and confirmed by an Authorized Representative even though it identifies a person different from the named beneficiaryrisks. (e) As used in this Section 3Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable. Upon delivery of the Funds in full by Escrow Agent pursuant to this Section 3in accordance herewith, this Agreement shall terminate and the related account(s) shall be closedterminate, subject to the provisions of Section 6.

Disposition and Termination. (a) The Parties agree to notify Escrow Agent shall release the Funds in accordance with written instructions received from the relevant Party or Parties as follows: writing (i) Upon the satisfaction of the conditions set forth in Section 3.01 closing of the Credit Agreement (without giving effect to the proviso to Section 3.01(d)) the Company will deliver the Company Release Request in the form of Exhibit A to the Administrative Agent and the Escrow Agentoffering, and following the Administrative Agent’s execution acknowledging and agreeing thereto, the Escrow Agent, upon receipt of the Company Release Request executed by the Parties will, as soon as possible, but not later than the Business Day immediately following receipt of an acknowledged Company Release Request, release the Funds to the Company by wire transfer of immediately available funds in accordance with the wire instructions provided to the Escrow Agent as set forth in Section 3(b) hereof; or (ii) If the conditions contained in clause (a)(i) of this Section 3 have not been satisfied by the earliest to occur of (x) the date that is three Business Days after the making of the Specified Loan, (y) August 15, 2017 or (z) the date the Escrow Agent receives a written notice from the Administrative Agent that the principal amount of and accrued and unpaid interest on the Specified Loan has become immediately due and payable pursuant to Article VI of the Credit Agreement (the earliest to occur of (x), (y) or (z), the “Outside Date”), upon the receipt of an Administrative Agent Notice substantially in the form of Exhibit B annexed Schedule B, attached hereto or (ii) to return the funds of the Subscribers to the Subscribers as herein provided, substantially in the form of Schedule C, attached hereto. Upon the satisfaction or waiver of the conditions to the consummation of the sale of the Shares set forth in the Purchase Agreement (the “Conditions”), the Escrow Agent Parties shall promptly (but in any event on the date of the closing prior to wire transfer deadlines) send a written notice signed by at least one Authorized Representative on behalf of each of Issuer and ▇▇▇▇▇▇▇▇ (the names of which Authorized Representatives are set forth on Schedule 1 attached hereto) and the Fund will immediately, but not later than the Business Day immediately following the Outside Date, release the Funds be promptly paid to or credited to the Administrative Agent by wire account of, or otherwise transferred to Issuer and the other individuals and/or entities specified on Schedule B attached hereto in the amounts described on said Schedule B pursuant to, in the case of Issuer and ▇▇▇▇▇▇▇▇, the funds transfer of immediately available instructions for Issuer and ▇▇▇▇▇▇▇▇ as set forth in section 3(b) below and, as to the other individuals and entities described on said Schedule B, pursuant to written funds in accordance with transfer instructions for such individuals and/or entities as listed on said Schedule B. If, on or before May 2, 2012, the wire instructions provided Conditions have not been satisfied or waived, then the Parties shall provide written notice thereof to the Escrow Agent as set forth in Section 3(band, within forty-five (45) hereof. Notwithstanding anything days of receipt of such written notice, Escrow Agent shall (x) return to each of the Subscribers the sum deposited by it into the Escrow Deposit by mailing a check to the contrary set forth in Section 8, any Subscriber address as indicated on Schedule A and (y) distribute all interest earned on the Fund to Issuer. (b) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Fund, must be in writing or set forth in a Portable Document Format (“PDF”), executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedules 1-A and 1-B in Schedule 1 (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email on a Business Day only at the fax number or email address set forth in Section 8 below. Each Designation of Authorized Representatives shall be signed by the Secretary, any Assistant Secretary or other duly authorized officer of the named Party. No instruction for or related to the transfer or distribution of the Funds Fund shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Funds Fund if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. (b) . The Parties each acknowledge that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Company Issuer and/or the Administrative Agent▇▇▇▇▇▇▇▇, respectively, without a verifying call-back as set forth in Section 3(c3(b) below: Issuer (Omnitek): ABA: ▇▇▇▇▇▇▇▇▇ Bank: ▇▇▇▇▇ Fargo N.A. FBO: Omnitek Engineering Corp Acct: 0376366100 ▇▇▇▇▇▇▇▇: ABA: ▇▇▇▇▇▇▇▇▇ Bank nameof the West – San Francisco, CA FBO: Bank name▇▇▇▇▇▇▇▇ Capital, Inc. Acct: Bank Address: Bank Address: ABA Number: ABA Number: Credit A/C Name: Credit A/C Name: Credit A/C #: Credit A/C #: Credit A/C Address: Credit A/C Address: If Applicable: If Applicable: FFC A/C Name: FFC A/C Name: FFC A/C #: FFC A/C #: FFC A/C Address: FFC A/C Address: It is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to the above funds transfer instructions756000402 Additionally, the date, amount and/or description of payments may change without requiring a verifying callback. The Parties agree that any other repetitive funds transfer instructions may be given to Escrow Agent by the Parties jointly for one or more beneficiaries where only the datedate of the requested transfer, the amount of funds to be transferred, and/or the description of the payment may shall change within the repetitive instructions (“Standing Settlement Instructions”). Any such Standing Settlement Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as set forth above) for the beneficiary. Any such set-up of Standing InstructionsSettlement Instructions (other than those established concurrently with the execution of this Agreement), and any changes in existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Settlement Instructions will continue to be followed until cancelled by the Parties jointly in a writing signed by an Authorized Representative and delivered to Escrow Agent in accordance with this Section. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Each Party agrees that any Standing Settlement Instructions shall be effective as the funds transfer instructions of such Party or the Parties, as applicable, without requiring a verifying callback, as set forth in Section 3(c3(b) below., if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary (c) In the event any other funds transfer instructions other than those described in Section 3(b) above are set forth in a permitted instruction from a Party or the Parties in accordance with Section 3(a), Escrow Agent is authorized to confirm seek confirmation of such funds transfer instructions by a single telephone call-back to one of the Authorized Representatives, and Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative. The persons designated as Authorized Representatives and telephone numbers designated for same call-backs may be changed only in a writing executed by an Authorized Representative or other duly authorized officer Representatives of the applicable Party setting forth such changes and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Except as set forth in Section 3(b3(a) above, no funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. (d) . Escrow Agent, any intermediary bank Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon the any account numbers or similar identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction numbers provided by a Party or the Parties and confirmed by an Authorized Representative. Further . (d) The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the beneficiary’s bank in Internet and the funds transfer instruction may make payment on the basis of the account number provided in Parties hereby expressly assume such Party’s or the Parties’ instruction and confirmed by an Authorized Representative even though it identifies a person different from the named beneficiaryrisks. (e) As used in this Section 3, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable. Upon delivery of the Funds in full Fund by Escrow Agent pursuant to this Section 3Agent, this Agreement shall terminate and the related account(s) shall be closedterminate, subject to the provisions of Section 6.

Disposition and Termination. (a) The On May 15, 2013 (“Escrow Release Date”), the Escrow Agent shall release is authorized and directed to disburse and deliver the Funds Fund to Bios within two (2) Business Days after the Escrow Release Date, except for such amounts, if any, as Mesa has claimed, in accordance with a written instructions received from notice (“Claim Notice”) stating the relevant Party or Parties as follows: (i) Upon basis and the satisfaction amount of the conditions set forth in Section 3.01 of the Credit Agreement (without giving effect claim, given to the proviso to Section 3.01(d)) the Company will deliver the Company Release Request in the form of Exhibit A to the Administrative Agent Bios and the Escrow Agent, and following the Administrative Agent’s execution acknowledging and agreeing thereto, the Escrow Agent, upon receipt of the Company Release Request executed by the Parties will, as soon as possible, but not later than the Business Day immediately following receipt of an acknowledged Company Release Request, release the Funds should be paid to the Company by wire transfer of immediately available funds in accordance with the wire instructions provided to the Escrow Agent it instead. Except as set forth in Section 3(b) hereof; or (ii) If the conditions contained in clause (a)(i) of this Section 3 have not been satisfied preceding sentence, the Fund shall only be disbursed upon receipt by the earliest to occur of (x) the date that is three Business Days after the making of the Specified Loan, (y) August 15, 2017 or (z) the date the Escrow Agent receives a written notice from the Administrative Agent that the principal amount of and accrued and unpaid interest on the Specified Loan has become immediately due and payable pursuant to Article VI of the Credit Agreement (the earliest to occur of (x), (y) or (z), the “Outside Date”), upon the receipt of an Administrative Agent Notice substantially in the form of Exhibit B annexed heretoA executed jointly by an Authorized Representative of each of Mesa and Bios, the Escrow Agent will immediately, but not later than is hereby authorized and directed to disburse and deliver such amount from the Business Day immediately following the Outside Date, release the Funds to the Administrative Agent by wire transfer of immediately available funds in accordance with the wire instructions provided to the Escrow Agent Fund as set forth in Section 3(b) hereofand upon the joint written instruction of an Authorized Representative of each of Mesa and Bios. Notwithstanding anything to the contrary set forth in Section 8, any Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Fund, must be in writing or set forth in a Portable Document Format (“PDF”), executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedules 1-A and 1-B in Schedule 1 (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email on a Business Day only at the fax number or email address set forth in Section 8 below. Each Designation of Authorized Representatives shall be signed by the Secretary, any Assistant Secretary or other duly authorized officer of the named Party. No instruction for or related to the transfer or distribution of the Funds Fund shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Funds Fund if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. (b) The Parties each acknowledge that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Company and/or the Administrative Agent, respectively, without a verifying call-back as set forth in Section 3(c) below: Bank name: Bank name: Bank Address: Bank Address: ABA Number: ABA Number: Credit A/C Name: Credit A/C Name: Credit A/C #: Credit A/C #: Credit A/C Address: Credit A/C Address: If Applicable: If Applicable: FFC A/C Name: FFC A/C Name: FFC A/C #: FFC A/C #: FFC A/C Address: FFC A/C Address: It is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to the above funds transfer instructions, the date, amount and/or description of payments may change without requiring a verifying callback. The Parties agree that any other repetitive funds transfer instructions may be given to Escrow Agent by the Parties jointly for one or more beneficiaries where only the date, amount of funds to be transferred, and/or the description of the payment may change (“Standing Instructions”). Any such Standing Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as set forth above) for the beneficiary. Any such set-up of Standing Instructions, and any changes in existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Instructions will continue to be followed until cancelled by the Parties jointly in a writing signed by an Authorized Representative and delivered to Escrow Agent in accordance with this Section. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Instructions and all identifying information set forth therein for each beneficiary. Each Party agrees that any Standing Instructions shall be effective as the funds transfer instructions of such Party or the Parties, as applicable, without requiring a verifying callback, as set forth in Section 3(c) below. (c) In the event any other funds transfer instructions other than those described in Section 3(b) above are set forth in a permitted instruction from a Party or the Parties in accordance with Section 3(a), Escrow Agent is authorized to confirm seek confirmation of such funds transfer instructions by a single telephone call-back to one of the Authorized Representatives, and Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative. The persons designated as Authorized Representatives and telephone numbers designated for same call-backs may be changed only in a writing executed by an Authorized Representative or other duly authorized officer Representatives of the applicable Party setting forth such changes and actually received by Escrow Agent via facsimile or as a PDF attached to an emailfacsimile. Except as set forth in Section 3(b3(a) above, no funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. (d) . Escrow Agent, any intermediary bank Agent and the beneficiary’s bank in any funds transfer may rely solely upon the any account numbers or similar identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction numbers provided by a Party or the Parties and confirmed by an Authorized Representative. Further the beneficiary’s bank in the funds transfer instruction may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and confirmed by an Authorized Representative even though it identifies a person different from the named beneficiary. (ec) The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the Internet and the Parties hereby expressly assume such risks. (d) As used in this Section 3, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable. Upon delivery of the Funds in full entire Fund by Escrow Agent pursuant to this Section 3Agent, this Agreement shall terminate and the related account(s) shall be closedterminate, subject to the provisions of Section 6.