Common use of Instructions, Verification, Communications Clause in Contracts

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this Agreement shall be in writing, in English, and may be delivered to the Escrow Agent by facsimile or by e-mail and, if so requested by the Escrow Agent, by an original, executed by an Authorized Person of each of the Interested Parties. The identity of such Authorized Persons, as well as their specimen signature, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signers forms as set forth on Schedule B and Schedule C upon the execution of this Agreement and shall remain in effect until the applicable Interested Party notifies the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent and the Interested Parties agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Interested Party. (b) In the event funds transfer instructions are given, whether in writing, by facsimile, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. Test words must contain at least 8 alphanumeric characters, established at document execution. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the Interested Parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (e) In accordance with the Unlawful Internet Gambling Act (the “Act”), the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities in the United States to process ‘restricted transactions’ as such term is defined in 31 CFR Section 132.2(y).

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this the Agreement shall be delivered to the Escrow Agent in writing, in English, and may be delivered to the Escrow Agent by in facsimile or by e-mail original form and, if so requested by the Escrow Agent, by an original, executed by an Authorized Person (as hereinafter defined) of each of the Interested PartiesParties or an entity acting on its behalf. The identity of such Authorized Persons, as well as their specimen signaturesignatures, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signers forms form as set forth on Schedule B and Schedule Attachment C upon the execution of this Agreement and shall remain in effect until the applicable Interested Party Party, or an entity acting on its behalf, notifies the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “"Authorized Persons”"). The Escrow Agent and the Interested Parties agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Interested Party. (b) In the event funds transfer instructions are givengiven (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile, .pdftelecopier,.pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule Attachment C. Test words Words must contain at least 8 alphanumeric characters, established at document executionexecution and changed each time Attachment C is updated in accordance with (a) above. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C specified to the Escrow Agent from time to time by an Authorized Person and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties to the Agreement acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating Notwithstanding anything to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information the contrary herein, any and all email communications (iboth text and attachments) in order to comply with any subpoena, order, regulation, ruling by or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event from the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior deems to receipt from contain confidential, proprietary and/or sensitive information shall be encrypted. The recipient (the "Email Recipient") of the encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an Interested Party, (iii) is subsequently obtained by encrypted message will be included in the Escrow Agent from a third party not known first secure email sent by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of Email Recipient. Additional information and assistance on using the information, encryption technology can be found at Citibank's Secure Email website at xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (iv000) is developed independently by or for 000-0000 (in the Escrow Agent, without reference to confidential information, U.S.) or (v000) is generally known by persons in the banking and securities industries000-0000. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the The Interested Parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (e) In accordance with The provisions of this Section 10(a)-(d) may be amended by the Unlawful Internet Gambling Act (the “Act”), Escrow Agent unilaterally upon notice to the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities in the United States to process ‘restricted transactions’ as such term is defined in 31 CFR Section 132.2(y)Parties.

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this Agreement shall be in writing, in English, and may will be delivered to the Escrow Agent by in writing in English, in facsimile or by e-mail form and, if so requested by the Escrow Agent, by an original, executed by an any person who is authorized by the Company and Xxxxxxx Xxxxxxxx to provide such instructions (“Authorized Person of each Persons”), which Authorized Persons may include officers of the Interested PartiesCompany and Xxxxxxx Xxxxxxxx. In addition, any notices to be given by or to the Company or Xxxxxxx Xxxxxxxx pursuant to this Agreement may be given by or to any Authorized Person. The identity of such Authorized Persons, as well as their specimen signaturesignatures, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signers forms as form set forth on Schedule B and Schedule C upon the execution of this Agreement Exhibit A, and shall remain in effect until the applicable Interested Party notifies Company or Xxxxxxx Xxxxxxxx notify the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”)change. The Escrow Agent, the Company, Xxxxxxx Xxxxxxxx and all Authorized Persons identified to the Escrow Agent and the Interested Parties as provided herein agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Interested Partyprocedure. (b) In the event funds transfer instructions are givengiven (other than in writing at the time of execution of this Agreement), whether in writing, by facsimiletelecopier, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. Exhibit A. Test words Words must contain at least 8 alphanumeric characters, established at document executionexecution and changed each time Exhibit A is updated in accordance with (a) above. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C specified to the Escrow Agent from time to time by an Authorized Person and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties Company, Xxxxxxx Xxxxxxxx and all Authorized Persons identified to the Escrow Agent acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject The Company, Xxxxxxx Xxxxxxxx and all Authorized Persons identified to Section 11(c), the Interested Parties Escrow Agent hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (ed) In accordance with Notwithstanding anything to the Unlawful Internet Gambling Act contrary herein, any and all email communications (both text and attachments) by or from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted. The recipient (the “ActEmail Recipient”), ) of the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the United States first secure email sent by the Escrow Agent to process ‘restricted transactions’ as such term is defined the Email Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in 31 CFR the U.S.) or (000) 000-0000. (e) The provisions of this Section 132.2(y)4(a)-(d) may be amended by the Escrow Agent unilaterally upon notice to the Company and Xxxxxxx Xxxxxxxx.

Instructions, Verification, Communications. (a) 9.13.1 All instructions or notices required or permitted under this Agreement shall be delivered to Escrow Agent in writing, in English, and may be delivered to the Escrow Agent by in facsimile or by e-mail form and, if so requested by the Escrow Agent, by an original, executed by an Authorized Person of each of the Interested Partiesother Parties or an entity acting on its behalf. The identity of such Authorized Persons, as well as their specimen signaturesignatures, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signers forms form as set forth on Schedule A, Schedule B and Schedule C upon the execution of this Agreement and shall remain in effect until the applicable Interested Party Party, or an entity acting on its behalf, notifies the Escrow Agent of any change thereto (the person(sPerson(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent and the Interested other Parties agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Interested Party. (b) 9.13.2 In the event funds transfer instructions are givengiven (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile, .pdf, e-mailtelecopier, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. A. Test words must contain at least 8 eight alphanumeric characters, established at document executionexecution and changed each time Schedule A is updated in accordance with Section 9.13.1. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(sPerson(s) set forth on Schedule B specified to Escrow Agent from time to time by an Authorized Person and Schedule C and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(sPerson(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons Persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) 9.13.3 To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person Person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the Interested The other Parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. . Notwithstanding anything to the contrary herein, any and all email communications (eboth text and attachments) In accordance with the Unlawful Internet Gambling Act by or from Escrow Agent that Escrow Agent deems to contain confidential, proprietary and/or sensitive information shall be encrypted. The recipient (the “ActEmail Recipient”), ) of the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the United States first secure email sent by Escrow Agent to process ‘restricted transactions’ as such term is defined the Email Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in 31 CFR Section 132.2(y)the U.S.) or (000) 000-0000.

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this Agreement shall be in writing, in English, and may be delivered to the Escrow Agent by facsimile or by e-mail and, if so requested by the Escrow Agent, by an original, executed by an Authorized Person of each of the Interested Parties. The identity of such Authorized Persons, as well as their specimen signature, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signers forms as set forth on Schedule B and Schedule C upon the execution of this Agreement and shall remain in effect until the applicable Interested Party notifies the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent and the Interested Parties agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Interested Party. (b) In the event funds transfer instructions are given, whether in writing, by facsimile, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. Test words must contain at least 8 alphanumeric characters, established at document execution. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties Offeror and/or the Company as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the Interested Parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (e) In accordance with the Unlawful Internet Gambling Act (the “Act”), the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities in the United States to process ‘restricted transactions’ as such term is defined in 31 CFR Section 132.2(y).

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this Agreement shall be delivered to the Bank in writing, in English, and may be delivered to the Escrow Agent Bank by facsimile or by e-mail and, if so requested by the Escrow AgentBank, by an original, executed by an Authorized Person of each of the Interested PartiesPledgor or Secured Party, as the case may be. The identity of such Authorized Persons, as well as their specimen signature, title, telephone number and e-mail address, shall be delivered to the Escrow Agent Bank in the list of authorized signers forms form as set forth on Schedule B and Schedule C upon the execution of this Agreement and shall remain in effect until the applicable Interested Party party, notifies the Escrow Agent Bank of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent Bank, Pledgor and the Interested Parties Secured Party agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Interested Partyparty. (b) In the event funds transfer instructions are given, whether in writing, by facsimile, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. B. Test words must contain at least 8 alphanumeric characters, established at document execution. In addition or in lieu of test words, the Escrow Agent Bank is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C and the Escrow Agent Bank may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent Bank may record such call backs. If the Escrow Agent Bank is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow AgentBank. The Interested Parties Pledgor and Secured Party acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent Bank will ask for information that will allow the Escrow Agent Bank to identify relevant parties. Subject to Section 11(c), the Interested Parties The Pledgor and Secured Party hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow AgentBank. (ed) In accordance with the Unlawful Internet Gambling Act (the “Act”), the Interested Parties Pledgor and the Secured Party may not use the Deposit Escrow Account or other Citibank Bank facilities in the United States to process ‘restricted transactions’ as such term is defined in 31 CFR Section 132.2(y).

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this Agreement shall be in writing, in English, and may be delivered to the Escrow Agent by facsimile or by e-mail and, if so requested by the Escrow Agent, by an original, executed executed, as applicable, by an Authorized Person of each of the Interested Parties. The identity of such the Authorized PersonsPersons of each of the Parent and the Representative, as well as their specimen signature, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signers forms as set forth on Schedule B and Schedule C upon the execution of this Agreement C, respectively, and shall remain in effect until the applicable Interested Party notifies the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent and the Interested Parties agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Interested Party. (b) In the event funds transfer instructions are given, whether in writingwriting and signed by an Authorized Person of each of the Parent and the Representative, by facsimile, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. Test words must contain at least 8 alphanumeric characters, established at document execution. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B B, and Schedule C C, as applicable, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, Person actually received and acknowledged by the Escrow Agent. The Interested Parties acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the The Interested Parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (ed) In accordance with the Unlawful Internet Gambling Act (the “Act”), the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities in the United States to process ‘“restricted transactions’ ” as such term is defined in 31 CFR Section 132.2(y).

Instructions, Verification, Communications. (a) All instructions or notices to the Depositary required or permitted under this Agreement shall be in writing, in English, and may be delivered to the Escrow Agent by facsimile or by e-mail and, if so requested by the Escrow Agent, by an original, Depositary in accordance with Section 5.4 and executed by an Authorized Person of each authorized person of the Interested PartiesBorrower, the Administrative Agent or the Collateral Agent, as applicable. The identity of such Authorized Personsauthorized persons, as well as their specimen signature, title, telephone number and e-mail address, shall be delivered to the Escrow Agent Depositary in the list of authorized signers forms as set forth on Schedule B and Schedule C upon the execution of this Agreement A and shall remain in effect until the applicable Interested Party Borrower, the Administrative Agent or the Collateral Agent, as applicable, notifies the Escrow Agent Depositary of any change thereto (the person(s) so designated from time to timethereto. The Depositary, the “Authorized Persons”). The Escrow Borrower, the Administrative Agent and the Interested Parties Collateral Agent agree that the above constitutes a commercially reasonable security procedure and further agree that the Depositary shall not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Interested Partythe Borrower, the Administrative Agent or the Collateral Agent. (b) In the event funds transfer instructions are given, whether in writing, by facsimile, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. A. Test words Words must contain at least 8 alphanumeric characters, established at document execution. In addition or in lieu of test words, the Escrow Agent Depositary is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C A and the Escrow Agent Depositary may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent Depositary may record such call backs. If the Escrow Agent Depositary is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Personauthorized person, actually received and acknowledged by the Escrow AgentDepositary. The Interested Parties acknowledge Depositary, the Borrower, the Administrative Agent and the Collateral Agent agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent Depositary will ask for information that will allow the Escrow Agent Depositary to identify relevant parties. Subject to Section 11(c), the Interested Parties The Borrower hereby acknowledge acknowledges such information disclosure requirements and agree agrees to comply with all such information disclosure requests from time to time from the Escrow AgentDepositary. (ed) In accordance with the Unlawful Internet Gambling Act (the “Act”), the Interested Parties Borrower, the Administrative Agent and the Collateral Agent may not use the Deposit Escrow Account Accounts established herein or other Citibank facilities in the United States to process ‘restricted transactions’ as such term is defined in 31 CFR Section 132.2(y).

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this Escrow and Security Agreement shall be delivered to the Escrow Agent in writing, in English, and may be delivered to the Escrow Agent by in facsimile or by e-mail form and, if so requested by the Escrow Agent, by an original, executed by an Authorized Person (as hereinafter defined) of each of either the Interested PartiesPledgor or the Administrative Agent, as applicable, or an entity acting on its behalf. The identity of such Authorized Persons, as well as their specimen signaturesignatures, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signers forms as set forth on Schedule B Exhibit C-1 and Schedule C upon the execution of this Agreement Exhibit C-2 and shall remain in effect until the applicable Interested Party Pledgor or the Administrative Agent, as applicable, or an entity acting on its behalf, notifies the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent Agent, the Pledgor and the Interested Parties Administrative Agent agree that the above constitutes a commercially reasonable security procedure and the Escrow Agent further agree agrees not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow and Security Agreement) from any Interested Partythe Pledgor or the Administrative Agent. (b) In the event funds transfer instructions are givengiven (other than in writing at the time of execution of this Escrow and Security Agreement), whether in writing, by facsimiletelecopier, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B Exhibit C-1 and Schedule C. Exhibit C-2. Test words Words must contain at least 8 alphanumeric characters, established at document executionexecution and changed each time Exhibit C-1 and Exhibit C-2 is updated in accordance with clause (a) above. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C specified to the Escrow Agent from time to time by an Authorized Person, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties parties to this Escrow and Security Agreement acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the Interested Parties The Pledgor and Administrative Agent hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (ed) In accordance with Notwithstanding anything to the Unlawful Internet Gambling Act contrary herein, any and all email communications (both text and attachments) by or from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted. The recipient (the “ActEmail Recipient”), ) of the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the United States first secure email sent by the Escrow Agent to process ‘restricted transactions’ as such term is defined the Email Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in 31 CFR Section 132.2(y)the U.S.) or (000) 000-0000.

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this the Agreement shall be delivered to the Escrow Agent in writing, in English, and may be delivered to the Escrow Agent by in facsimile or by e-mail form and, if so requested by the Escrow Agent, by an original, executed by an Authorized Person (as hereinafter defined) of each of the Interested PartiesSeller and Purchaser or an entity acting on their behalf. The identity of such Authorized Persons, as well as their specimen signaturesignatures, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signers forms form as set forth on Schedule B and Schedule Attachment C upon the execution of this Agreement and shall remain in effect until the applicable Interested Party party, or an entity acting on its behalf, notifies the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent and the Interested Parties parties hereto agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this the Agreement) from any Interested Partyparty. (b) In the event funds transfer instructions are givengiven (other than in writing at the time of execution of this Agreement), whether in writing, by facsimiletelecopier, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule Attachment C. Test words Words must contain at least 8 alphanumeric characters, established at document executionexecution and changed each time Attachment C is updated in accordance with (a) above. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C specified to the Escrow Agent from time to time by an Authorized Person and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties parties to this Agreement acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the Interested Parties The parties hereto hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (ed) In accordance with Notwithstanding anything to the Unlawful Internet Gambling Act contrary herein, any and all email communications (both text and attachments) by or from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted. The recipient (the “ActEmail Recipient”), ) of the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the United States first secure email sent by the Escrow Agent to process ‘restricted transactions’ as such term is defined the Email Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in 31 CFR the U.S.) or (000) 000-0000. (e) The provisions of this Section 132.2(y)11(a)-(d) may be amended by the Escrow Agent unilaterally upon notice to the parties hereto.

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this Agreement shall be delivered to the Escrow Agent in writing, in English, and may be delivered to the Escrow Agent by in facsimile or by e-mail form and, if so requested by the Escrow Agent, by an original, executed by an Authorized Person (as hereinafter defined) of each of the Interested PartiesParties or an entity acting on its behalf. The identity of such Authorized Persons, as well as their specimen signaturesignatures, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signers forms form as set forth on Schedule B and Schedule C upon the execution of this Agreement and shall remain in effect until the applicable Interested Party Party, or an entity acting on its behalf, notifies the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent and the Interested Parties agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Interested Partyprocedure. (b) In the event funds transfer instructions are givengiven (other than in writing at the time of execution of this Agreement), whether in writing, by facsimiletelecopier, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. Test words must contain at least 8 alphanumeric characters, established at document execution. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C specified to the Escrow Agent from time to time by an Authorized Person and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties to this Agreement acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the The Interested Parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (ed) In accordance with Notwithstanding anything to the Unlawful Internet Gambling Act contrary herein, any and all email communications (both text and attachments) by or from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted. The recipient (the “ActEmail Recipient”), ) of the encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Escrow Agent to the Email Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000. (e) The provisions of this Section 12(a)-(d) may be amended by the Escrow Agent unilaterally upon notice to the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities in the United States to process ‘restricted transactions’ as such term is defined in 31 CFR Section 132.2(y)Parties.

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this Agreement shall be in writing, in English, and may be delivered to the Escrow Agent by facsimile or by e-mail and, if so requested by the Escrow Agent, by an original, and executed by an Authorized Person of each of the Interested PartiesCompany. The identity of such each Authorized PersonsPerson, as well as their the specimen signature, title, telephone number and e-mail address, address of each Authorized Person shall be delivered to the Escrow Agent in the list of authorized signers forms as set forth on Schedule B and Schedule C upon the execution of this Agreement and shall remain in effect until the applicable Interested Party Company notifies the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent and the Interested Parties agree that the above constitutes a commercially reasonable security procedure procedure, and the Escrow Agent further agree agrees not to comply with any direction or instruction from any Interested Party (other than those contained herein or delivered in accordance with this Agreement) from any Interested Party). (b) In the event funds transfer instructions are given, whether in writing, by facsimile, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. Test words Words must contain at least 8 alphanumeric characters, established at document execution. In addition to or in lieu of test words, the Escrow Agent is authorized authorized, but under no obligation, to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C C, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, in the case of the Company signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the The Interested Parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (e) In accordance with the Unlawful Internet Gambling Act (the “Act”), the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities in the United States to process ‘restricted transactions’ as such term is defined in 31 CFR Section 132.2(y).

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this the Agreement shall be delivered to the Escrow Agent in writing, in English, and may be delivered to the Escrow Agent by in facsimile or by e-mail form and, if so requested by the Escrow Agent, by an original, executed by an Authorized Person (as hereinafter defined) of each of the Interested PartiesCompany and Merger Sub or an entity acting on its behalf. The identity of such Authorized Persons, as well as their specimen signaturesignatures, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signers forms form as set forth on Schedule Exhibit B and Schedule C upon the execution of this Agreement and shall remain in effect until the applicable Interested Party Company and Merger Sub, or an entity acting on its behalf, notifies the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent and the Interested Parties Company and Merger Sub agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any similar direction or instruction (other than those contained herein or delivered in accordance with this the Agreement) from any Interested Partyeither Company and Merger Sub. (b) In the event funds transfer instructions are givengiven (other than in writing at the time of execution of this Agreement), whether in writing, by facsimiletelecopier, .pdfpdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. Exhibit B. Test words Words must contain at least 8 alphanumeric characters, established at document executionexecution and changed each time Exhibit B is updated in accordance with (a) above. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C specified to the Escrow Agent from time to time by an Authorized Person and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties Company and Merger Sub to the Agreement acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the Interested Parties The Company and Merger Sub hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (ed) In accordance with Notwithstanding anything to the Unlawful Internet Gambling Act contrary herein, any and all email communications (both text and attachments) by or from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted. The recipient (the “ActEmail Recipient”), ) of the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the United States first secure email sent by the Escrow Agent to process ‘restricted transactions’ as such term is defined the Email Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in 31 CFR the U.S.) or (000) 000-0000. (e) The provisions of this Section 132.2(y)15 (other than Exhibit B) may be amended by the Escrow Agent unilaterally upon notice to the Company and Merger Sub.

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this Agreement shall be delivered to the Securities Intermediary in writing, in English, and may be delivered to the Escrow Agent by in facsimile or by e-mail electronic form and, if so requested by the Escrow AgentSecurities Intermediary, by an original, executed by an Authorized Person (as hereinafter defined) of each of the Interested PartiesPledgor or Collateral Agent, as applicable, or an entity acting on its behalf. The identity of such Authorized Persons, as well as their specimen signaturesignatures, title, telephone number and e-mail address, shall be delivered to the Escrow Agent Securities Intermediary in the list of authorized signers forms form as set forth on Schedule B and Schedule C upon the execution of this Agreement A and shall remain in effect until the applicable Interested Party party, or an entity acting on its behalf, notifies the Escrow Agent Securities Intermediary of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Securities Intermediary, the Pledgor and Collateral Agent and the Interested Parties agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Interested Partyother party. (b) In the event funds transfer instructions are givengiven (other than in writing at the time of execution of this Agreement), whether in writing, by facsimiletelecopier, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word (a “Test Word”) also evidenced on Schedule B and Schedule C. A. Test words Words must contain at least 8 alphanumeric characters, established at document executionexecution and changed each time Schedule A is updated in accordance with Section 14(a) above. In addition or in lieu of test wordsTest Words, the Escrow Agent Securities Intermediary is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C specified to the Securities Intermediary from time to time by an Authorized Person and the Escrow Agent Securities Intermediary may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent Securities Intermediary may record such call backs. If the Escrow Agent Securities Intermediary is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow AgentSecurities Intermediary. The Interested Parties Pledgor and the Collateral Agent acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent Securities Intermediary will ask for information that will allow the Escrow Agent Securities Intermediary to identify relevant parties. Subject to Section 11(c), The Pledgor and the Interested Parties Collateral Agent hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow AgentSecurities Intermediary. (d) Notwithstanding anything to the contrary herein, any and all email communications (both text and attachments) by or from the Securities Intermediary that the Securities Intermediary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted. The recipient (the “Email Recipient”) of the encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Securities Intermediary to the Email Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000. (e) In accordance The provisions of this Section 14(a)-(d) may be amended by the Securities Intermediary unilaterally upon notice to the Pledgor and the Collateral Agent (with the Unlawful Internet Gambling Act (the “Act”)prior written consent of Pledgor, the Interested Parties may not use the Deposit Escrow Account to be unreasonably withheld or other Citibank facilities in the United States to process ‘restricted transactions’ as such term is defined in 31 CFR Section 132.2(ydelayed).

Instructions, Verification, Communications. (a) All instructions or notices required or permitted under this the Agreement shall be delivered to the Escrow Agent in writing, in English, and may be delivered to the Escrow Agent by in facsimile or by e-mail form and, if so requested by the Escrow Agent, by an original, executed by an Authorized Person of each of the Interested PartiesParties or an entity acting on its behalf. The identity of such the Authorized PersonsPersons of each Interested Party, as well as their specimen signaturesignatures, title, telephone number and e-mail address, shall be delivered to the Escrow Agent by each Interested Party in the list of authorized signers forms form as set forth on Schedule B B, in the case of VimpelCom, and Schedule C upon C, in the execution case of this Agreement Weather II, and shall remain in effect until the applicable Interested Party or an entity acting on its behalf, notifies the Escrow Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). The Escrow Agent and the Interested Parties agree that the above constitutes a commercially reasonable security procedure and further agree not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this the Agreement) from any Interested Party. (b) In the event funds transfer instructions are givengiven (other than in writing at the time of execution of this Agreement), whether in writing, by facsimiletelecopier, .pdf, e-mail, or otherwise, such funds transfer instructions should contain a selected test word also evidenced on Schedule B and Schedule C. C, as applicable. Test words must contain at least 8 alphanumeric characters, established at document executionexecution and changed each time Schedule B or Schedule C, as applicable, is updated in accordance with (a) above. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such instructions or notice by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C specified to the Escrow Agent from time to time by an Authorized Person and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instructions or notice it receives, the Escrow Agent may record such call backs. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be changed only in writing, signed by an Authorized Person, actually received and acknowledged by the Escrow Agent. The Interested Parties acknowledge and agree that these security procedures for funds transfers are commercially reasonable. (c) The Escrow Agent will treat information relating to Interested Parties as confidential. The Escrow Agent is authorized to disclose such confidential information (i) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the National Association of Securities Dealers, Inc.), or (ii) otherwise as required by applicable law or regulation. In the event the Escrow Agent receives a request to disclose such confidential information by subpoena or other formal legal process pursuant to clauses (i) or (ii) above, it will (A) employ reasonable efforts to notify the relevant Interested Party of such request, to the extent not prohibited by law; (B) consult to the extent reasonable under the circumstances with the relevant Interested Party on the advisability of taking steps to resist or narrow such request; and (C) if disclosure is required or deemed advisable, not hinder the relevant Interested Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of such confidential information. The Escrow Agent will be entitled to reimbursement of reasonable and documented expenses, including the fees and expenses of counsel, incurred in connection with actions taken pursuant to this provision. For purposes of this Section 11(c), confidential information shall not include information which (i) is or becomes part of the public domain other than as a result of breach of this Section 11(c) by the Escrow Agent, (ii) was known or acquired by the Escrow Agent prior to receipt from an Interested Party, (iii) is subsequently obtained by the Escrow Agent from a third party not known by the Escrow Agent to have an obligation to an Interested Party to maintain the confidentiality of the information, (iv) is developed independently by or for the Escrow Agent, without reference to confidential information, or (v) is generally known by persons in the banking and securities industries. (d) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Escrow Agent will ask for information that will allow the Escrow Agent to identify relevant parties. Subject to Section 11(c), the The Interested Parties hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Escrow Agent. (ed) In accordance with the Unlawful Internet Gambling Act (the “Act”), the Interested Parties may not use the Deposit Escrow Account or other Citibank facilities in the United States to process ‘restricted transactions’ as such term is defined in 31 CFR Title 31, Section 132.2(y)) of the United States Code of Federal Regulations. Therefore, neither the Interested Parties nor any person who has an ownership interest in or control over the Escrow Account may use it to process or facilitate payments for prohibited internet gambling transactions. For more information about the Act, including the types of transactions that are prohibited, please refer to the following link: hxxx://xxx.xxxxxxxxxxxxxx.xxx/XXXXXXXXXX/PRESS/BCREG/20081112B.HTM. (e) Notwithstanding anything to the contrary herein, any and all email communications (both text and attachments) by or from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted. The recipient (the “Email Recipient”) of the encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Escrow Agent to the Email Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at wxx.xxxxxxxxx.xxx/xxxx/xxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by calling (000) 000-0000 (in the U.S.) or (000) 000-0000. (f) The provisions of this Section 13(a)-(e) may be amended by the Escrow Agent unilaterally upon notice to the Interested Parties.