Common use of Disbursement of Escrowed Funds Clause in Contracts

Disbursement of Escrowed Funds. Within two (2) business days following receipt of Lessee's written request, Escrow Agent shall disburse to Lessee or to such payees as may be designated by Lessee in its request for disbursement, out of the funds held in escrow, the out-of-pocket costs and expenses incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2 (the "Capital Expenditures"), upon presentation of a request for disbursement, provided: (A) No more than one (1) request for disbursement is submitted in any calendar month; (B) The total monthly request for disbursement is not less than Ten Thousand Dollars ($10,000), except for the final request for disbursement which shall be in the amount of the undisbursed balance of escrowed funds, and the requested disbursement per-payee is not less than Two Thousand Dollars ($2,000); (C) The request for disbursement is accompanied by: (i) a certificate of Lessee executed by an officer of Lessee, certifying that a portion of the work set forth on EXHIBIT B has been completed, describing such portion of the work in detail, and stating that the disbursement is sought for costs and expenses incurred in completing such work; (ii) either (x) evidence of the written approval of such disbursement by Purchaser or (y) if Escrow Agent has not received a Notice from Purchaser disapproving the proposed disbursement, a statement of Lessee in the certificate described in subsection (iii)(a), above to the effect that notice of the request for disbursement, including a copy of such certificate, was sent to Purchaser at least ten (10) business days prior to the submission of the request. (D) Overhead incurred by Lessee or any Affiliate of Lessee shall not be deemed to be a cost or expense incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2.

Disbursement of Escrowed Funds. Within two The Escrow Agent will disburse the Escrowed Funds as follows: 3.1 Upon receipt by the Escrow Agent of joint written notice from the Company and the Placement Agent (2the “Closing Notice”) business days following receipt stating that the Company has accepted subscriptions for Notes, which notice shall set forth the principal amount of Lessee's written requestthe Notes for which subscriptions were so accepted (the “Accepted Amount”), the Escrow Agent shall disburse deliver to Lessee the Company that portion of the Escrowed Funds equal to the Accepted Amount, less (a) 11% of such Accepted Amount, which shall be delivered to the Placement Agent or its designees in payment of its fees and non-accountable expense allowance, (b) 7.5% of such Accepted Amount, which will held by the Escrow Agent in a subaccount to the escrow account (the “Subaccount”) pursuant to this Agreement and used to pay the first three scheduled quarterly interest payments on such payees Notes, and (c) 10% of such Accepted Amount, which will held by the Escrow Agent in the Subaccount pursuant to this Agreement and used to pay certain expenses of the Company as determined by the Placement Agent. It is contemplated that subscriptions may be designated accepted on more than on occasion during the Offering, and that the Company and the Placement Agent may issue more than one Closing Notice to the Escrow Agent pursuant to this Section 3.1, but in no event shall (i) the aggregate of all Accepted Amounts exceed the Maximum Amount, or (ii) the aggregate amount retained pursuant to Section 3.1(c) exceed $450,000. 3.2 The Escrow Agent shall remit monies from the Subaccount for the payment of interest on the Notes upon the receipt of written instructions from the Placement Agent in substantially the form of Exhibit C hereto. In addition, the Escrow Agent shall remit monies from the Subaccount for the payment of certain other expenses of the Company upon the receipt of written instructions from the Placement Agent in substantially the form of Exhibit D hereto. 3.3 If subscriptions are received in excess of the Maximum Amount, then the Escrow Agent shall notify the Company and the Placement Agent thereof, and shall remit to those subscribers whose subscriptions are not being accepted that portion of their subscription funds that were rejected, without interest thereon or deduction therefrom, as set forth in written instructions delivered to the Escrow Agent by Lessee the Placement Agent. 3.4 In the event this Agreement, the Escrowed Funds or the Escrow Agent (in its request role as escrow agent hereunder) becomes the subject of litigation, or if the Escrow Agent shall desire to do so for disbursementany other reason, out the Company authorizes the Escrow Agent, at its option, to deposit the Escrowed Funds with the clerk of the funds held court in escrowwhich the litigation is pending, or a court of competent jurisdiction if no litigation is pending, and thereupon the out-of-pocket costs Escrow Agent shall be fully relieved and expenses incurred by Lessee discharged of any further responsibility with regard thereto. The Company also authorizes the Escrow Agent, if it receives conflicting claims to the Escrowed Funds, is threatened with litigation in connection with its role as escrow agent, or if the performance Escrow Agent shall desire to do so for any other reason, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder to the parties from which they were received. 3.5 In the event that the Escrow Agent does not receive a Closing Notice with respect to Escrowed Funds (i.e., Escrowed Funds exceeding the aggregate of all Accepted Amounts) by it July 31, 2010 (or such later date as shall be agreed to in writing by all of its obligations under Paragraph 2 (the "Capital Expenditures"parties to this Agreement), upon presentation of a request for disbursement, provided: (A) No more than one (1) request for disbursement is submitted in any calendar month; (B) The total monthly request for disbursement is not less than Ten Thousand Dollars ($10,000), except for the final request for disbursement which then all such Escrowed Funds shall be in the amount of the undisbursed balance of escrowed funds, and the requested disbursement per-payee is not less than Two Thousand Dollars ($2,000); (C) The request for disbursement is accompanied by: (i) a certificate of Lessee executed by an officer of Lessee, certifying that a portion of the work set forth on EXHIBIT B has been completed, describing such portion of the work in detail, and stating that the disbursement is sought for costs and expenses incurred in completing such work; (ii) either (x) evidence of the written approval of such disbursement by Purchaser or (y) if Escrow Agent has not received a Notice from Purchaser disapproving the proposed disbursement, a statement of Lessee in the certificate described in subsection (iii)(a), above returned to the effect that notice of the request for disbursementparties from which they were received, including a copy of such certificate, was sent to Purchaser at least ten (10) business days prior to the submission of the requestwithout interest thereon or deduction therefrom. (D) Overhead incurred by Lessee or any Affiliate of Lessee shall not be deemed to be a cost or expense incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2.

Disbursement of Escrowed Funds. Within two (2) business days following receipt of Lessee's written request, The Escrow Agent shall disburse to Lessee release all or to such payees as may be designated by Lessee in its request for disbursement, out a portion of the funds held in escrow, the out-of-pocket costs and expenses incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2 (the "Capital Expenditures"), upon presentation of a request for disbursement, providedEscrowed Funds as follows: (Aa) No more than one upon receipt by the Escrow Agent of a written notice (1) request for disbursement is submitted in any calendar month; (B) The total monthly request for disbursement is not less than Ten Thousand Dollars ($10,000), except for the final request for disbursement which shall be in the amount of the undisbursed balance of escrowed funds, and the requested disbursement per-payee is not less than Two Thousand Dollars ($2,000); (C) The request for disbursement is accompanied by:a "DEMAND NOTICE"): (i) a certificate of Lessee executed signed by an officer of Lesseethe Company, certifying stating that a portion the Company is entitled to receipt of the work set forth on EXHIBIT B has been completedEscrowed Funds, describing such or any portion thereof, in accordance with the provisions of the work in detailPrior Debentures and/or the New Debentures, and stating that with specificity the disbursement reasons therefor, the applicable clause thereof, and the amount of Escrowed Funds, or portion thereof, to which the Company is sought for costs and expenses incurred in completing such work;entitled, together with documentary evidence thereof; or (ii) either signed by the Required Holders (x) evidence as defined below), stating that the Holders are entitled to receipt of the written approval Escrowed Funds, or any portion thereof, in accordance with the provisions of such disbursement by Purchaser the Prior Debentures and/or the New Debentures, and stating with specificity the reasons therefor, the applicable clause thereof, and the amount of Escrowed Funds, or (y) if portion thereof, to which the Holders are entitled, together with documentary evidence thereof; the Escrow Agent has shall promptly deliver a copy of the Demand Notice to the other Party or Parties, as the case may be (the "OTHER PARTY"). If the Escrow Agent does not received a receive, within five (5) Business Days after delivering the copy of the Demand Notice from Purchaser disapproving to the proposed disbursementOther Party, a statement written notice of Lessee a good faith objection (an "OBJECTION") signed by the Other Party, or if the Escrow Agent shall within such period receive a written consent signed by the Other Party to the release requested in the certificate described Demand Notice, then the Escrow Agent shall deliver the Escrowed Funds, or such portion thereof, in subsection accordance with the Demand Notice. If the Escrow Agent does receive an Objection within such five (iii)(a)5) Business Day period, above then the Escrow Agent shall continue to hold the Escrowed Funds, or such portion thereof, until otherwise authorized and directed pursuant to Sections 2(b) or 2(c) below; (b) upon receipt by the Escrow Agent of joint written instructions signed by the Company and the Required Holders, in which event the Escrow Agent shall deliver the Escrowed Funds, or portion thereof, in accordance with such joint written instructions; (c) upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a "COURT ORDER") or an arbitrators' award (the "ARBITRATORS' AWARD") pursuant to Section 7(d)(ii) hereof, in which event the Escrow Agent shall deliver the Escrowed Funds, or any portion thereof, in accordance with the Court Order or the Arbitrators' Award. Any such Court Order shall be accompanied by an opinion of counsel for the Party or Parties presenting such Court Order, in form and substance satisfactory to the Escrow Agent, to the effect that notice such court has competent jurisdiction and that such Court Order is final and non-appealable; or (d) upon the Termination Date, in which event the Escrow Agent shall deliver the Escrowed Funds as directed in writing by the Company, upon receipt by the Escrow Agent of satisfactory evidence of the request for disbursement, including a copy of such certificate, was sent to Purchaser at least ten (10) business days prior to the submission occurrence of the requestTermination Date. (D) Overhead incurred by Lessee or any Affiliate of Lessee shall not be deemed to be a cost or expense incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2.

Disbursement of Escrowed Funds. Within two (2) business days Business Days following receipt of Lessee's written request, Escrow Agent shall disburse to Lessee or to such payees as may be designated by Lessee in its request for disbursement, out of the funds held in escrow, the out-of-pocket costs and expenses incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2 (the "Capital Expenditures"), upon presentation of a request for disbursement, provided: (A) No more than one (1) request for disbursement is submitted in any calendar month; (B) The total monthly request for disbursement is not less than Ten [Fifty Thousand Dollars ($10,00050,000)], except for the final request for disbursement which shall be in the amount of the undisbursed balance of escrowed funds, and the requested disbursement per-payee is not less than Two [Ten Thousand Dollars ($2,00010,000);]; [SUBJECT TO REVIEW OF DOLLAR AMOUNTS] (C) The request for disbursement is accompanied by: (i) a certificate of Lessee executed by an officer of Lessee, certifying that a portion of the work set forth on EXHIBIT B A has been completed, describing such portion of the work in detail, and stating that the disbursement is sought for costs and expenses incurred in completing such work; (ii) either (x) evidence of the written approval of such disbursement by Purchaser or (y) ), if Escrow Agent has not received a Notice from Purchaser disapproving the proposed disbursement, a statement of Lessee in the certificate described in subsection (iii)(a), i) above to the effect that notice of the request for disbursement, including a copy of such certificate, was sent to Purchaser at least ten (10) business days Business Days prior to the submission of the request. (D) Overhead incurred by Lessee or any Affiliate of Lessee, which is expenses and obligations incurred by Lessee or any Affiliate of Lessee in connection with the general operations of the Facilities, shall not be deemed to be a cost or expense incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2.

Disbursement of Escrowed Funds. Within two (2) business days following receipt of Lessee's written request, Escrow Agent shall pay and disburse to Lessee or to such payees the Escrowed Funds and the Tentatively Impounded Funds as may be designated by Lessee in its request for disbursement, out of the funds held in escrow, the out-of-pocket costs and expenses incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2 (the "Capital Expenditures"), upon presentation of a request for disbursement, providedfollows: (Aa) No more than one (1) request for disbursement If the Indemnification Claim is submitted in any calendar month; (B) The total monthly request for disbursement is not less than Ten Thousand Dollars ($10,000)an Uncontested Claim, except for the final request for disbursement which shall be then to Buyer in the amount of the undisbursed balance of escrowed funds, and the requested disbursement per-payee is not less than Two Thousand Dollars ($2,000)Indemnification Claim; (Cb) The request for disbursement If the Indemnification Claim is accompanied by:a Contested Claim and the Shareholders' Representative delivers a Withdrawal Notice to Escrow Agent with respect to such Contested Claim, then to Buyer in the amount of the Indemnification Claim to which such Objection was withdrawn; (c) If a Notice of Release is received by the Escrow Agent with respect to a Contested Claim, then as specified in such Notice of Release; (d) If an Award Notice is received by the Escrow Agent with respect to an Indemnification Claim, then as specified in such Award Notice; (e) To the Shareholders' Representative prior to the First Anniversary in an amount specified in a written notice from Buyer to the Escrow Agent in accordance with the provisions of Section 11.16(e) of the Merger Agreement and Section 6(e) of the Option Cancellation Agreements; (f) With respect to the excess of the then remaining balance of the Escrowed Funds over the sum of Tentatively Impounded Funds, as of the close of business on the First Anniversary, to the Escrow Agent or Buyer and/or Holders in an amount equal to the amount of the Section 10 Expenses described in a written notice from the Buyer and the Shareholder's Representative to the Escrow Agent; (g) With respect to the excess of the then remaining balance of the Escrowed Funds over the sum of Tentatively Impounded Funds, as of the close of business on the First Anniversary, to the Shareholders' Representative in an amount equal to the amount of Representative's Expenses described in a written notice from the Shareholder's Representative to the Escrow Agent, less any amount disbursed to the Escrow Agent pursuant to Section 6(f) above; (h) To each of the Holders, in Proportionate Shares, following the First Anniversary in an amount equal to the amount by which the then remaining balance of the Escrowed Funds exceeds the sum of Tentatively Impounded Funds, as of the close of business on the First Anniversary, less any amount disbursed to the Escrow Agent pursuant to Section 6(f) above and any amount disbursed to the Shareholders' Representative pursuant to Section 6(g) above; and (i) a certificate of Lessee executed by an officer of Lessee, certifying that a portion To each of the work Holders, in Proportionate Shares, and/or the Buyer as set forth on EXHIBIT B has been completed, describing such portion in any Notice of the work in detail, and stating that the disbursement is sought for costs and expenses incurred in completing such work; (ii) either (x) evidence of the written approval of such disbursement Release or Award Notice received by Purchaser or (y) if Escrow Agent has not received a Notice from Purchaser disapproving after the proposed disbursement, a statement of Lessee in the certificate described in subsection First Anniversary. All disbursements hereunder shall be made by Escrow Agent within three (iii)(a), above to the effect that notice of the request for disbursement, including a copy of such certificate, was sent to Purchaser at least ten (103) business days prior following the events described above. All payments that are to be made to the submission of Holders hereunder shall be delivered by Escrow Agent to the requestShareholders' Representative, who agrees to promptly distribute any such funds received by him to the Holders in their respective Proportionate Shares. (D) Overhead incurred by Lessee or any Affiliate of Lessee shall not be deemed to be a cost or expense incurred by Lessee in connection with the performance by it of its obligations under Paragraph 2.

Disbursement of Escrowed Funds. Within two (2) business days Business Days following receipt of Lessee's Lyric Holdings' written request, Escrow Agent shall disburse to Lessee Lyric Holdings or to such payees as may be designated by Lessee Lyric Holdings in its request for disbursement, out of the funds held in escrow, the out-of-pocket costs and expenses incurred by Lessee Lyric Holdings or any one or more of the Sellers in connection with the performance by it of its obligations under Paragraph 2 (the "Capital Expenditures"), upon presentation of a request for disbursement, provided: (A) No more than one (1) request for disbursement is submitted in any calendar month; (B) The total monthly request for disbursement is not less than Ten [Fifty Thousand Dollars ($10,00050,000)], except for the final request for disbursement which shall be in the amount of the undisbursed balance of escrowed funds, and the requested disbursement per-payee is not less than Two [Ten Thousand Dollars ($2,00010,000)]; (C) The request for disbursement is accompanied by: (i) a certificate of Lessee Lyric Holdings, executed by an officer of LesseeLyric Holdings, certifying that a portion of the work set forth on EXHIBIT B hereto has been completed, describing such portion of the work in detail, and stating that the disbursement is sought for costs and expenses incurred in completing such work; (ii) either (x) evidence of the written approval of such disbursement by Purchaser or (y) ), if Escrow Agent has not received a Notice from Purchaser disapproving the proposed disbursement, a statement of Lessee Lyric Holdings in the certificate described in subsection (iii)(a)i) above, above to the effect that notice of the request for disbursement, including a copy of such certificate, was sent to Purchaser at least ten (10) business days Business Days prior to the submission of the request. (D) Overhead incurred by Lessee Lyric Holdings or any Affiliate of Lessee Lyric Holdings shall not be deemed to be a cost or expense incurred by Lessee Lyric Holdings or any one or more of the Sellers in connection with the performance by it of its obligations under Paragraph 2.

Disbursement of Escrowed Funds. Within two Each of the Maker and Purchaser hereby unequivocally and irrevocably authorizes, directs, and empowers Escrow Agent to hold the Deposits, or such amount of the Deposits remaining in escrow hereunder from time to time after giving effect to one or more disbursements authorized hereby in escrow and to disburse the Escrow Funds in the following manner: (2a) business days following After entering into contracts for its products with one of the entities set forth on Schedule 1 (the “Entities”) totaling $1,000,000 in annual, non-contingent future revenues to the Maker, (i) the Maker shall send written notice of such to the Escrow Agent and (ii) the Purchaser and shall deliver written instructions to the Escrow Agent directing the Escrow Agent to disburse $1,500,000 of the Escrowed Funds (the “Initial Payment”). Upon receipt by Escrow Agent of Lessee's such written requestinstructions from the Maker and the Purchaser, the Escrow Agent shall disburse to Lessee or the Initial Payment according to such payees as may be designated by Lessee in instructions. (b) After entering into contracts for its request for disbursement, out products with one or more of the funds held Entities, totaling at least $5,000,000 in escrow, non-contingent future revenues to the out-of-pocket costs and expenses incurred by Lessee in connection with Maker during the performance by it term(s) of its obligations under Paragraph 2 (the "Capital Expenditures"such contract(s), upon presentation of a request for disbursement, provided: (A) No more than one (1) request for disbursement is submitted in any calendar month; (B) The total monthly request for disbursement is not less than Ten Thousand Dollars ($10,000), except for the final request for disbursement which shall be in the amount of the undisbursed balance of escrowed funds, and the requested disbursement per-payee is not less than Two Thousand Dollars ($2,000); (C) The request for disbursement is accompanied by: (i) a certificate the Maker shall send written notice of Lessee executed by an officer of Lessee, certifying that a portion of such to the work set forth on EXHIBIT B has been completed, describing such portion of the work in detail, Escrow Agent and stating that the disbursement is sought for costs and expenses incurred in completing such work; (ii) either the Purchaser shall deliver written instructions to the Escrow Agent directing the Escrow Agent to disburse the remaining Escrowed Funds (x) evidence of the written approval “Final Payment”). Upon receipt by Escrow Agent of such disbursement by Purchaser or written instructions from the Maker and the Purchaser, the Escrow Agent shall disburse the Final Payment according to such instructions. (yc) if If, as of 5:00 p.m. on December 31, 2007 Pacific Standard Time (“PST”), the Escrow Agent has not received a Notice (i) notice from the Maker that the Maker has entered into contracts with one of the Entities totaling at least $1,000,000 in annual, non-contingent future revenue and (ii) written instructions from the Purchaser disapproving directing the proposed disbursementEscrow Agent to disburse the Initial Payment, a statement of Lessee in then the certificate described in subsection (iii)(a), above Escrow Agent shall disburse from the Escrowed Funds an amount equal to the effect that notice of the request for disbursement, including a copy of such certificate, was sent to Purchaser at least ten (10) business days prior First Deposit to the submission of Purchaser in accordance with written instructions from the requestPurchaser (the “First Return”). (Dd) Overhead incurred by Lessee If, as of 5:00 p.m. on December 31, 2007, PST the Escrow Agent has not received (i) notice from the Maker that the Maker has entered into contracts with one or more of the Entities totaling at least $5,000,000 in non-contingent future revenues to the Maker during the term(s) of such contract(s) and (ii) written instructions from the Purchaser directing the Escrow Agent to disburse the Final Payment, then the Escrow Agent shall disburse from the Escrowed Funds an amount equal to the Second Deposit to the Purchaser in accordance with written instructions from the Purchaser (the “Second Return”). (e) The Escrow Agent shall disburse any Affiliate of Lessee shall not be deemed Escrowed Funds remaining following the First Return and the Second Return to be a cost or expense incurred by Lessee the Maker in connection accordance with written instructions from the performance by it of its obligations under Paragraph 2Maker.