Common use of Escrow Funds Clause in Contracts

Escrow Funds. (a) EFS agrees that it shall direct the Escrow Agent to distribute one hundred percent (100%) of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such matters.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall be used solely for the purposes set forth in Section 2.14(c)(i) or 2.14(c)(ii). The Indemnity Escrow Fund (a) EFS agrees that it shall direct the Escrow Agent to distribute one hundred percent (100%) of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement collectively with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Purchase Price Adjustment Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectivelyFund, the “EFS Released PersonsEscrow Funds”) shall (i) be used solely for the same purposes as the Purchase Price Adjustment Escrow Fund and to satisfy any claims of a Parent Indemnitee for indemnification pursuant to Section 12.02(a) or Section 12.02(b) made from and after Closing but on or before the Expiration Date and (ii) terminate at 11:59 p.m. (Eastern time) on the Expiration Date (other than with respect to claims made on or before the Expiration Date). Any amounts in the Indemnity Escrow Fund not so used (other than amounts reserved subject to pending claims made on or before the Expiration Date and not then finally resolved in accordance with the Escrow Agreement) shall be distributed to the Member Representative for the benefit of and distribution to the Members as allocated at the direction of the Member Representative (in accordance with Annex D) on the next Business Day after the Expiration Date or as otherwise determined by the Member Representative in accordance with the Restructuring Agreement. The Indemnity Escrow Fund shall be held and disbursed solely for the respective purposes and in connection accordance with the management terms hereof and the Escrow Agreement. The parties hereto agree that, for Tax reporting purposes, Parent shall be deemed to be the owner of the Escrow Funds, as reduced from time to time by the amount of monies distributed from such Escrow Fund in accordance with this Agreement are expressly released and waived by Buyer to the fullest extent permitted by lawEscrow Agreement, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person that all interest on or other taxable income, if any, earned from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses the investment of any kind, including reasonably attorneys’ fees the Escrow Amount shall be treated for Tax purposes as earned by Parent until the Escrow Amount is distributed in accordance with this Agreement and the cost Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposes, the payments received by the Members from the Escrow Funds are intended to constitute installment payments from an installment sale described in Section 453 of enforcing any right the Code, a portion of indemnification hereunder which may be treated as imputed interest under the Code, unless the Members make an election pursuant to Section 453(d) of the Code, and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliatesparties hereto shall report consistently with such treatment, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersas applicable.

Escrow Funds. Upon the occurrence of an Event of Default, after a domestic or foreign court issues any judgment or order restricting or prohibiting payment by the Issuing Lender under a Letter of Credit or extending the liability of the Issuing Lender to make payment under a Letter of Credit beyond the expiry date specified therein, or if otherwise specifically required pursuant to Section 14.3(n) or any other provision of this Agreement, the Borrower will forthwith pay to the Agent for deposit into a collateral account maintained for the benefit of the Lenders, the Issuing Lender, the Hedge Lenders, the Cash Managers or any Non-Extending Lender, as applicable, an amount equal to such Lender(s)' maximum potential liability under then outstanding Bankers' Acceptances and Letters of Credit or such other amount specifically required by this Agreement, as applicable (athe “Escrow Funds”). Such cash collateral account(s) EFS agrees that it shall direct be assigned to the Agent as security for, and the Escrow Funds will be held by the Agent for set-off against, indebtedness and obligations owing by the Borrower to distribute one hundred percent the Lenders, the Issuing Lender, the Hedge Lenders, the Cash Managers or any Non-Extending Lender, as applicable, in respect of such Bankers' Acceptances, Letters of Credit, Hedge Indebtedness or Cash Management Obligations, as applicable, and the Agent is hereby irrevocably directed by the Borrower to so apply such cash collateral. Pending such set-off or release of the Escrow Funds (100%or, in the case of Section 14.3(n), as set out in clause (B) thereof), the Escrow Funds cannot be withdrawn by the Borrower and will bear interest at the rate payable by the Agent from time to time generally in respect of deposits for such amount, and for the period from the date of deposit to the earlier of the date of release thereof and the Maturity Date of the Bankers' Acceptances, the expiry of the Letters of Credit or the termination of such other obligation to provide such Escrow Funds, as applicable. If such Event of Default is either waived or cured in compliance with the terms of this Agreement (or, in the case of part (B) of any distributions under the last sentence in Section 14.3(n), the Excess Exposure is reduced to the extent required therein), then the remaining Escrow Funds deposited as a consequence of such Event of Default (or, in the case of Section 14.3(n), that portion of the Escrow Agreement to EFS, which shall pay, or cause Funds required to be paid, one hundred percent released by part (100%B) of the last sentence thereof), if any, together with any such distributions accrued interest thereon to Buyer without setoff against amounts that might the date of release will be owing returned to EFS the Borrower. The deposit of the Escrow Funds by the Borrower with the Agent as herein provided will not operate as a repayment of the Aggregate Principal Amount, the Hedge Indebtedness or Seller by Buyer the Cash Management Obligations, as applicable, until such time as EFS assigns the Escrow Agreement Funds are actually paid to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectivelyLenders, the “EFS Released Persons”) for and in connection with Issuing Lender, the management of Hedge Lenders, the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by lawCash Managers or any Non-Extending Lender, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersas applicable.

Escrow Funds. (a) EFS agrees that it The Trust shall direct deliver to the Escrow Agent $90,000,000 by transfer of immediately available funds to an account designated in writing by the Escrow Agent to distribute one hundred percent the Trust (100%) of any distributions under the "Escrow Agreement Account"); provided, however, that, if prior to EFSClosing Date (as defined in the Tax Matters Agreement), the Court has issued an order, which order shall paybe in full force and effect, providing that, in connection with the liquidation, insolvency (or similar bankruptcy event), reorganization, termination, dissolution or winding up of the Trust, (i) the Trustees shall, prior to paying beneficiaries, creditors or possible claimants of the Trust, pay or cause to be paidpaid from the Escrow Funds the amount of Taxes owed to the Internal Revenue Service and the other applicable taxing authorities (the "Escrow Funds Priority") and/or (ii) the Company shall have priority over beneficiaries, one hundred percent creditors or possible claimants of the Trust with respect to its claims for indemnification for Taxes set forth in the Tax Matters Agreement (100%the "Indemnification Priority"), the Trust shall only transfer to the Escrow Agent for deposit into the Escrow Account $30,000,000 (or $40,000,000 if the Escrow Funds Priority has been ordered but the Indemnification Priority has not been ordered). The Company agrees that if the Escrow Funds Priority is granted by the Court after the date hereof, the Trust shall be entitled to withdraw an amount of funds from the Escrow Account such that the remaining liquid assets, including, without limitation, cash and freely tradable securities (the "Liquid Assets"), in the Escrow Account shall have a fair market value of at least $40,000,000 (or at least $30,000,000 if the Indemnification Priority is also granted). The Trust further agrees that if both the Escrow Funds Priority and the Indemnification Priority are in effect, or if only the Escrow Funds Priority is in effect, it shall on or prior to the date that each quarterly tax payments are required to be made to the Internal Revenue Service, whether or not the Trust is required to make a payment on such date (a "Tax Payment Date"), deliver to the Escrow Agent for deposit in the Escrow Account Liquid Assets with a fair market value sufficient to cause the amount of Liquid Assets constituting the Escrow Funds (after taking into account the Taxes paid or required to be paid for such quarter) to have a fair market value of not less than 150% (or 200% if the Escrow Funds Priority has been ordered but the Indemnification Priority has not been ordered) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller the greater of (i) the projected Taxes determined by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined Trust in good faith to be owed by EFS the Trust for the next succeeding four calendar quarters and Buyer(ii) of EFS’ reasonable out-of-pocket costs and expenses the Taxes paid by the Trust during any four consecutive calendar quarters within the immediately preceding eight calendar quarters (such greater amount, the "Tax Amount"). The amounts deposited in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will Account from time to time as contemplated above, together with all interest and other income earned thereon, including, without limitation, any capital gains, is referred to herein as the "Escrow Funds." The Escrow Funds shall be agreed to held by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, Escrow Agent for the “EFS Released Persons”) for and in connection with the management benefit of the Trust as provided in this Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersAgreement.

Escrow Funds. (a) EFS agrees As soon as practicable after the Effective Time, Parent will deposit the One Year Escrow Amount and the Three Year Escrow Amount, without any act of any Company Stockholder, with Computershare Trust Company, Inc., as Escrow Agent, such deposit to constitute the One Year Escrow Fund and the Three Year Escrow Fund to be governed by the terms set forth herein. The Parties agree that it shall direct the cost and expense of operating the One Year Escrow Fund and the Three Year Escrow will be paid by the Parent, including the Escrow Agent fees as provided to distribute one hundred the Parent. Pursuant to Section 3.8 hereof, each holder of Company Common Stock shall contribute to the One Year Escrow Fund an amount equal to twelve and one-half percent (10012.5%) of any distributions the Merger Consideration which such holder would otherwise be entitled to receive under Section 3.1 and the Principal Stockholders shall contribute to the Three Year Escrow Fund an amount equal to such holder’s pro rata portion of the Three Year Escrow Fund and such amounts shall be withheld by Parent from the distribution of the Merger Consideration and deposited with the Escrow Agreement Agent. Except for a claim arising under Section 3.5 hereof, Parent and its Affiliates may not receive any amounts from the One Year Escrow Fund unless and until Officer’s Certificates (as defined in Section 9.3(e) below) identifying Losses, the aggregate amount of which exceeds $175,000, have been delivered to EFSthe Escrow Agent as provided in Section 9.3(e) (there shall not be any such threshold with respect to Losses incurred, which shall pay, suffered or cause to be paid, one hundred percent accrued as a result of a breach or inaccuracy in any of the representations or warranties of the Company set forth in Section 4.17 (100%Intellectual Property) of this Agreement as such Losses relate to the Three Year Escrow Fund). In such case Parent and its Affiliates may thereafter recover from the One Year Escrow Fund the total of its Losses, including the first $175,000. Except to the extent that the Losses resulted from fraud or any such distributions to Buyer without setoff against amounts that might be owing to EFS willful breach of any representation, warranty or Seller covenant committed by Buyer until such time a Company Stockholder or the Company, claims by the Third Persons (as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”defined below) for Losses shall be satisfied first, from the One Year Escrow Fund or the Three Year Escrow Fund and in connection with second, against the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersCompany Stockholders directly.

Escrow Funds. (a) EFS agrees that it As more specifically provided in the Escrow Agreement, on the Closing Date, cash in an amount equal to the Adjustment Cash Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "ADJUSTMENT CASH FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. The Adjustment Cash Fund shall be held in escrow by the Escrow Agent following the Closing Date until the date on which all remaining cash in the Adjustment Cash Fund is paid to Buyer and/or Seller pursuant to Section 2.7. (b) As more specifically provided in the Escrow Agreement, on the Closing Date, shares of Buyer Common Stock in an amount equal to the Adjustment Stock Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "ADJUSTMENT STOCK FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. The Adjustment Stock Fund shall be held in escrow by the Escrow Agent following the Closing Date until the date on which all remaining shares of Buyer Common Stock in the Adjustment Stock Fund are delivered to Buyer and/or Seller pursuant to Section 2.7. (c) As more specifically provided in the Escrow Agreement, on the Closing Date, shares of Buyer Common Stock in an amount equal to the Indemnity Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "INDEMNITY FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. Subject to the following requirements, the Indemnity Fund shall be held in escrow by the Escrow Agent following the Closing Date until the Expiration Date (the period of time from the Closing Date through and including the Expiration Date is referred to herein as the "INDEMNITY ESCROW PERIOD"). Upon termination of the Indemnity Escrow Period, Buyer shall direct the Escrow Agent to distribute one hundred percent deliver to Seller all shares of Buyer Common Stock remaining in the Indemnity Fund; provided, however, that (100%1) the Indemnity Escrow Period shall not terminate with respect to such amount that is necessary, in the reasonable judgment of Buyer, to satisfy pending claims for indemnification asserted by Buyer pursuant to Article VII, and (2) as soon as all such claims, if any, have been resolved, Buyer shall direct the Escrow Agent to deliver to Seller the remaining portion of the Indemnity Fund not required to satisfy such claims. (d) As more specifically provided in the Escrow Agreement, on the Closing Date, shares of Buyer Common Stock in an amount equal to the Litigation Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "LITIGATION FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. Subject to the following requirements, the Litigation Fund shall be held in escrow by the Escrow Agent following the Closing Date until the date on which the last of the Actions set forth in Schedule 2.4(c) of any distributions under the Company Disclosure Schedule (the "SPECIFIED ACTIONS") shall have been conclusively resolved (the period of time from the Closing Date through and including the date of such resolution is referred to herein as the "LITIGATION ESCROW PERIOD"). Upon termination of the Litigation Escrow Period, Buyer shall direct the Escrow Agreement Agent to EFSdeliver to Seller all shares of Buyer Common Stock remaining in the Litigation Fund, less all Losses incurred by Buyer with respect to which shall pay, or cause Buyer is entitled to be paidindemnified pursuant to Section 7.3(a)(3). If, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time during the Litigation Escrow Period, there are insufficient assets in the Litigation Fund to Buyerindemnify Buyer for such Losses, provided that then until the expiration of the Indemnity Escrow Period the Indemnity Fund shall be available to indemnify Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersLosses.

Escrow Funds. (a) EFS agrees that it The Trust shall direct deliver to the Escrow Agent $90,000,000 by transfer of immediately available funds to an account designated in writing by the Escrow Agent to distribute one hundred percent the Trust (100%) of any distributions under the "Escrow Agreement Account"); provided, however, that, if prior to EFSthe Closing Date (as defined in the Merger Agreement), the Court has issued an order, which order shall paybe in full force and effect, providing that, in connection with the liquidation, insolvency (or similar bankruptcy event), reorganization, termination, dissolution or winding up of the Trust, (i) the Trustees shall, prior to paying beneficiaries, creditors or possible claimants of the Trust, pay or cause to be paidpaid from the Escrow Funds the amount of Taxes owed to the Internal Revenue Service and the other applicable taxing authorities (the "Escrow Funds Priority") and/or (ii) the Company shall have priority over beneficiaries, one hundred percent creditors or possible claimants of the Trust with respect to its claims for indemnification for Taxes set forth in the Tax Matters Agreement (100%the "Indemnification Priority"), the Trust shall only transfer to the Escrow Agent for deposit into the Escrow Account $30,000,000 (or $40,000,000 if the Escrow Funds Priority has been ordered but the Indemnification Priority has not been ordered). The Company agrees that if the Escrow Funds Priority is granted by the Court after the date hereof, the Trust shall be entitled to withdraw an amount of funds from the Escrow Account such that the remaining liquid assets, including, without limitation, cash and freely tradable securities (the "Liquid Assets"), in the Escrow Account shall have a fair market value of at least $40,000,000 (or at least $30,000,000 if the Indemnification Priority is also granted). The Trust further agrees that if both the Escrow Funds Priority and the Indemnification Priority are in effect, or if only the Escrow Funds Priority is in effect, it shall on or prior to the date that each quarterly tax payments are required to be made to the Internal Revenue Service, whether or not the Trust is required to make a payment on such date (a "Tax Payment Date"), deliver to the Escrow Agent for deposit in the Escrow Account Liquid Assets with a fair market value sufficient to cause the amount of Liquid Assets constituting the Escrow Funds (after taking into account the Taxes paid or required to be paid for such quarter) to have a fair market value of not less than 150% (or 200% if the Escrow Funds Priority has been ordered but the Indemnification Priority has not been ordered) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller the greater of (i) the projected Taxes determined by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined Trust in good faith to be owed by EFS the Trust for the next succeeding four calendar quarters and Buyer(ii) of EFS’ reasonable out-of-pocket costs and expenses the Taxes paid by the Trust during any four consecutive calendar quarters within the immediately preceding eight calendar quarters (such greater amount, the "Tax Amount"). The amounts deposited in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will Account from time to time as contemplated above, together with all interest and other income earned thereon, including, without limitation, any capital gains, is referred to herein as the "Escrow Funds." The Escrow Funds shall be agreed to held by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, Escrow Agent for the “EFS Released Persons”) for and in connection with the management benefit of the Trust as provided in this Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersAgreement.

Escrow Funds. (a) EFS agrees that it The Escrow Funds shall direct be available to the Parent Indemnified Parties for amounts due and owing within this ARTICLE VII, as well as to pay Parent any adjustments required pursuant to Section 2.19, subject in each case to the terms and conditions of the Escrow Agreement. (b) Within five (5) Business Days following the Expiration Date, with respect to the Indemnity Escrow Account, the Parties shall cause the Escrow Agent to distribute one hundred percent to the Member Representative for further distribution to the Unitholders and Warrantholder, the excess, if any, of the remaining portion of the Indemnity Escrow Account, over the aggregate amount of all Losses specified in any then-unresolved indemnification claims (100%the “Pending Claims”) of made by any distributions under the Escrow Agreement Parent Indemnified Party pursuant to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedthis ARTICLE VII. (c) Buyer agrees that Promptly after all Pending Claims have been resolved and satisfied, the Member Representative and Parent shall deliver joint instructions to the Escrow Agent to distribute to the Member Representative for further distribution to the Unitholders and Warrantholders the remaining portion of the Indemnity Escrow Account not required to satisfy such claims in accordance with the Consideration Spreadsheet. (d) Without limiting the foregoing, Parent and the Member Representative agree to promptly deliver joint instructions to the Escrow Agent to distribute to Parent or to the Member Representative for further distribution to the Unitholders and Warrantholders amounts out of the Indemnity Escrow Account to which any Parent Indemnified Party or the Unitholders and all Claims againstWarrantholders are entitled in accordance with the terms of this Agreement and the Escrow Agreement. (e) Distributions from the Indemnity Escrow Account to the Unitholders and Warrantholders pursuant to this Section 7.10 and the Escrow Agreement (such distributions, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released PersonsEscrow Release Amount”) shall be made to (or to the Member Representative for and in connection with the management further distribution to) each of the Escrow Agreement are expressly released Unitholders and waived by Buyer Warrantholders in proportion to the fullest extent permitted by law, such Unitholder’s and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of BuyerWarrantholder’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out Pro Rata Share of such mattersEscrow Release Amount.

Escrow Funds. (a) EFS agrees that it shall direct On the Effective Date, Buyer will deposit on behalf of Seller the General Escrow Shares (the “General Escrow Amount”) with the Escrow Agent without any act of Seller. On the Effective Date, the General Escrow Amount, without any act of Seller, will be deposited with the Escrow Agent, such deposit to distribute one hundred percent constitute an escrow fund (100%the “General Escrow Fund”) to be governed by the terms and provisions set forth in the General Escrow Agreement, at Buyer’s cost and expense. The General Escrow Amount shall be available, subject to the terms of the General Escrow Agreement and this Agreement, to satisfy claims by Buyer for indemnification pursuant to Sections 11.2(a) and 11.2(b) of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedthis Agreement. (b) EFS On the Effective Date, Buyer will manage deposit on behalf of Seller the escrow claims process under Oxygen Escrow Shares (the “Oxygen Escrow Amount”) with the Escrow Agreement Agent without any act of Seller. On the Effective Date, the Oxygen Escrow Amount, without any act of Seller, will be deposited with the Prior OwnerEscrow Agent, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share such deposit to constitute an escrow fund (such proportionate share the “Oxygen Escrow Fund”) to be determined governed by the terms and provisions set forth in good faith the Oxygen Escrow Agreement, at Buyer’s cost and expense. The Oxygen Escrow Amount shall be available, subject to the terms of the Oxygen Escrow Agreement and this Agreement, to satisfy claims by EFS and BuyerBuyer for indemnification pursuant to Section 11.2(c) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedthis Agreement. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such matters.

Escrow Funds. The Parties shall enter into an escrow agreement in the form attached as Exhibit B hereto, and the remaining *** of the Purchase Price shall be paid by the Buyer into an escrow account (a“Escrow Funds”) EFS agrees that it shall direct at Closing for the Escrow Agent to distribute one hundred percent (100%) benefit of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Seller and thereafter the Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have no claim thereto. The Escrow Funds shall be held and administered by an escrow agent selected by the right to assign Seller, with the Escrow Agreement at any time to approval of the Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed.(the “Escrow Agent”). All interest earned on the Escrow Funds shall ***. The Escrow Funds shall be released by the Escrow Agent to the Seller on a per channel pro rata basis when Seller has completed clearing the Licensed Channels of the Customers and, and the Licensed Channels have been released from the Management Agreement in accordance with the following procedure: (bi) EFS when the Licensed Channels have been cleared of Customers by the Seller, the Seller shall provide notice to the Buyer and Escrow Agent in writing that the Licensed Channels have been cleared and released under the Management Agreement; for this purpose, a channel shall be considered cleared when it is cleared by the Seller on a system-wide basis and released at all locations under the Management Agreement; (ii) the Buyer shall have five (5) business days from the date such notice shall be deemed to have been given or delivered to confirm through monitoring that the Licensed Channels have been cleared; (iii) the Escrow Agent shall release the Escrow Funds to the Seller within ten (10) business days from the date such notice shall be deemed to have been give or delivered to the Purchaser and the Escrow Agent unless prior to the expiration of such period of ten (10) business days the Escrow Agent shall receive written notice from the Buyer of Buyer’s objection to such release based on Sellers’ failure to clear such Licensed Channel(s), after which such proposed release will manage only be made in accordance with the escrow claims process under written instructions of both the Sellers and the Buyer; (iv) upon receipt of the Escrow Funds from the Escrow Agent, the Seller shall execute and provide to the Buyer written acknowledgment of receipt of payment. Notwithstanding the foregoing, no less than *** of the unreleased Escrow Funds existing on December 31, 2002 shall in all events be released to the Seller no later than April 1, 2003 ***. Also notwithstanding the foregoing, the Escrow Agent shall in all events release all of the unreleased Escrow Funds to the Seller no later than *** calendar days from the next business day following the Closing, after which the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedterminate. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such matters.

Escrow Funds. At the Closing, Buyer shall deliver (a) EFS agrees the Indemnification Escrow Shares and (b) the Escrowed Cash Consideration (as increased from time to time by the amount of any interest, dividends, earnings and other income on such aggregate amounts, the “Indemnification Escrow Funds”) to the escrow agent in connection with this Agreement (in such capacity, the “Escrow Agent”) to be held and delivered by the Escrow Agent in accordance with the terms and provisions of a certain escrow agreement that it shall direct be executed and delivered by Buyer, the Company, the Stockholder Representative and the Escrow Agent at the Closing substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). The Parties agree that in accordance with Revenue Procedure 84-42: (i) the Indemnification Escrow Shares shall appear as issued and outstanding on all balance sheets of the Buyer and shall be legally outstanding under applicable state Law; (ii) all dividends paid on any Indemnification Escrow Share during the entire period such share is held in escrow will be distributed when received by the Escrow Agent to distribute one hundred percent the applicable Selling Stockholder; and (100%iii) all voting rights of any distributions under the Indemnification Escrow Agreement to EFS, which Shares shall pay, or cause to be paid, one hundred percent (100%) of any exercisable by the applicable Selling Stockholder during the entire period such distributions to Buyer without setoff against amounts that might shares are held in escrow in the same manner as such shares would be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents entitled to such assignment voting rights upon release of the relevant Indemnification Escrow Share from escrow. The Indemnification Escrow Shares and the Indemnification Escrow Funds shall be placed in writingan escrow account (the “Indemnification Escrow Account”). The Indemnification Escrow Account shall be established solely to secure the indemnification obligations of the Selling Stockholders, such consent not to as set forth in Article X hereof. The Indemnification Escrow Shares and the Indemnification Escrow Funds shall be unreasonably withheld held in the Indemnification Escrow Account for a period of the longer of (a) twelve (12) months from the Closing Date or delayed. (b) EFS will manage the escrow claims process under completion of the Escrow Agreement Buyer’s audited financial statements (on a consolidated basis, including with respect to the Prior OwnerCompany) for the fiscal year ended March 31, with reasonable consultation with 2009 by the Buyer. Buyer shall reimburse EFS for its proportionate share ’s independent public accountants but in any event no later than fifteen (15) months from the Closing Date (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectivelyperiod, the “EFS Released PersonsEscrow Period”) for and ), unless such Indemnification Escrow Shares or the Indemnification Escrow Funds or any portion thereof are otherwise earlier distributed or held in connection escrow following such Escrow Period in respect of any unresolved claims relating thereto in accordance with the management terms and provisions of the Escrow Agreement are expressly released and waived by Buyer Agreement. Upon expiration of the Escrow Period, all Indemnification Escrow Shares or Indemnification Escrow Funds remaining in the Indemnification Escrow Account shall be distributed to the fullest extent permitted by lawStockholder Representative, the Selling Stockholders and/or Buyer in accordance with the terms and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses provisions of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersEscrow Agreement.

Escrow Funds. (a) EFS agrees that it The Indemnity Escrow Amount and the Adjustment Escrow Amount (collectively, the “Escrow Funds”) shall direct be held by the Exchange Agent in accordance with the terms of this Agreement and the terms of the Escrow Agent Agreement. Subject to distribute one hundred percent (100%) the terms of the Escrow Agreement, the Escrow Funds shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any distributions under creditor of the Exchange Agent or any of the other parties to the Escrow Agreement, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the terms of the Escrow Agreement. Any amounts held of the Adjustment Escrow Amount following the Final Adjustment Amount Determination Date shall be released to EFSthe Exchange Agent, which shall payfor payment to the Participating Securityholders in the manner contemplated by Section 3.6(d), or cause to be paidfive (5) Business Days following the date on which, one hundred percent as applicable, (100%i) full and final payment is made of any such distributions Final Adjustment Amount payable to Buyer without setoff against amounts Parent pursuant to Section 3.6(d) or (ii) a final determination is made pursuant to Section 3.6(d), if any, that might be owing no Adjustment Amount is payable to EFS or Seller by Buyer until such time as EFS assigns Parent (the “Adjustment Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedExpiration Date”). (b) EFS will manage The Lime Representative and Parent shall, not later than three (3) Business Days after the escrow claims process under Adjustment Escrow Expiration Date, deliver to the Exchange Agent a joint written direction, and the Lime Representative shall deliver to Parent and the Exchange Agent an updated Closing Payment Schedule (which need not be certified by an officer of the Surviving Corporation) setting forth the portion of any distribution of the Adjustment Escrow Agreement with Amount payable to each Participating Securityholder. Each distribution of cash made from the Prior Owner, with reasonable consultation with Buyer. Buyer Adjustment Escrow Amount to each of the Participating Securityholders shall reimburse EFS for its proportionate share (be made in proportion to the respective Pro Rata Fractions of the Participating Securityholders at the time of such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayeddistribution. (c) Buyer agrees If there are no outstanding claims or notices of claims, in each case made or given in accordance with Article VIII, for indemnification by any Parent Indemnitee that would be payable from the Indemnity Escrow Account on the date that is fifteen (15) months after the Closing Date (the “Indemnity Escrow Termination Date”), then the Lime Representative and Parent shall promptly (but in any and all Claims against, rights event within two (2) Business Days after the Indemnity Escrow Termination Date) deliver to ▇▇▇, other remedies or other recourse against Seller, EFS and the Exchange Agent a joint release instruction for release of any remaining amount in the Indemnity Escrow Account to the Participating Securityholders (in accordance with their respective Affiliates Pro Rata Fractions of such released amounts) in accordance with the terms of the Escrow Agreement; provided, however, that with respect to a Participating Securityholder that is a holder of Exercisable Lime Options, such instruction shall direct the amount payable to such Participating Securityholder with respect to such Exercisable Lime Options to be paid to the Surviving Corporation, which shall promptly pay such amount to such Participating Securityholder through the Surviving Corporation’s payroll system on the first normal payroll date following such release. (d) If there are outstanding claims or notices of claims, in each case made or given in accordance with Article VIII, for indemnification by any Parent Indemnitee that would be payable from the Indemnity Escrow Account as of the Indemnity Escrow Termination Date, then Parent and the Lime Representative shall promptly (but in any event within two (2) Business Days after the Indemnity Escrow Termination Date) deliver to the Exchange Agent a joint release instruction for payment of an amount equal to (x) the amount of any remaining amounts in the Indemnity Escrow Account to the Participating Securityholders in the manner contemplated by Section 3.7(c), less (y) the disputed amount corresponding to each such outstanding claims, in accordance with the Escrow Agreement; provided, that the remaining balance of any amount withheld with respect to each outstanding claim shall be released to the Participating Securityholders (in accordance with their respective stockholdersPro Rata Fractions of such released amounts) in the manner contemplated by Section 3.7(c) (i) upon resolution and final satisfaction of each such outstanding claim in accordance with Article VIII and set forth in a joint release instruction delivered by Parent and Lime Representative to the Exchange Agent (which shall be given promptly after the date of such resolution) and (ii) thereafter, partnersupon delivery by Parent and Lime Representative of a joint release instruction to the Exchange Agent for payment of any remaining amounts in the Indemnity Escrow Account, membersin each case in accordance with the Escrow Agreement. (e) Any income, directorsgains, officerslosses and expenses of the Escrow Funds shall be included by Parent as taxable income or loss of Parent to the extent allowed under the Code and related Treasury Regulations, managerand any income and gains of the Escrow Funds shall be available to Parent as part of the Escrow Funds, liquidators and employees (collectively, the “EFS Released Persons”) for and but if not paid to Parent in connection with an Adjustment Amount in accordance with Section 3.6 shall ultimately be distributable to the management Participating Securityholders in accordance with this Agreement and the Escrow Agreement. Parent shall be entitled to a distribution each calendar quarter equal to the product of the amount of any income and gains allocated to Parent for such quarter multiplied by 30%. (f) The approval of this Agreement by written consent in lieu of a meeting of Lime stockholders, and the acceptance of a portion of the Merger Consideration by the Participating Securityholders, shall constitute approval of the Escrow Agreement are expressly released and waived by Buyer of all of the arrangements relating thereto, including the placement of the Indemnity Escrow Amount and the Adjustment Escrow Amount in the Escrow Funds in accordance with the terms hereof and thereof. (g) The parties hereto agree to treat any payments made pursuant to Section 3.6 or Article VIII as adjustments to the fullest Merger Consideration for all Tax purposes to the maximum extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersapplicable Law.

Escrow Funds. (a) EFS agrees that it At the Closing, Purchaser, Sellers and an escrow agent reasonably acceptable to Purchaser and Sellers (the “Escrow Agent”) shall direct enter into an escrow agreement (the “Escrow Agent to distribute one hundred percent (100%Agreement”) substantially in the form of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed.Exhibit C. (b) EFS will manage At the Closing, Purchaser shall deposit, or shall cause to be deposited, with the Escrow Agent the Indemnity Escrow Amount. The Indemnity Escrow Fund shall be held in an escrow claims process under account by the Escrow Agent in accordance with the Escrow Agreement with and shall be available to compensate Purchaser for certain Losses as provided in Article VIII and otherwise as expressly provided in this Agreement. To the Prior Ownerextent not used for such purposes, with reasonable consultation with Buyer. Buyer the Indemnity Escrow Fund shall reimburse EFS for its proportionate share (such proportionate share to be determined released as provided in good faith by EFS this Section 2.4, Article VIII and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedAgreement. (c) Buyer agrees that any and all Claims againstAt the Closing, rights if the Alternative Agreement Termination Date shall not have occurred prior to ▇▇▇such time, other remedies Purchaser shall deposit, or other recourse against Sellershall cause to be deposited, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of Escrow Agent the Alternative Agreement Escrow Amount. The Alternative Agreement Escrow Fund shall be held in an escrow account by the Escrow Agent in accordance with the Escrow Agreement are expressly released and waived by Buyer shall be available to compensate Purchaser for all Losses arising or relating to the fullest Alternative Assumed Agreements. To the extent permitted not used for such purposes, the Alternative Agreement Escrow Fund shall be released as provided in this Section 2.4, Article VIII and the Escrow Agreement. (d) The Indemnity Escrow Fund shall be disbursed by lawthe Escrow Agent as follows: (i) from time to time prior to the date which is eighteen (18) months after the Closing Date (the “General Indemnity Escrow Release Date”), the Indemnity Escrow Fund shall be disbursed by the Escrow Agent to Purchaser to the extent required to pay indemnification obligations of the Sellers under Article VIII; provided, however, that such disbursements shall be made by the Escrow Agent only upon (and in each case within five (5) Business Days of) receipt of (x) joint written instructions executed by Purchaser and Sellers (a “Joint Written Instruction”), (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement; (ii) on the fifth (5th) Business Day following each of the six (6) month and twelve (12) month anniversaries of the Closing Date (each six (6) month and twelve (12) month anniversary and the General Indemnity Escrow Release Date, an “Indemnity Escrow Release Date”), any portion of the Indemnity Escrow Fund in excess of the then applicable Indemnity Escrow Minimum shall be disbursed by the Escrow Agent to Sellers, provided, however, that if as of the applicable Indemnity Escrow Release Date, there are Unresolved Claims in excess of the then applicable Indemnity Escrow Minimum, the Escrow Agent shall not make such disbursement to Sellers until the Unresolved Claims in respect of Pending Claim Amounts in excess of the then applicable Escrow Minimum have been finally determined, in which case each such Pending Claim Amount in excess of the then applicable Indemnity Escrow Minimum shall be paid by the Escrow Agent to Purchaser or Sellers, as the case may be, upon receipt by the Escrow Agent of, and Buyer hereby agrees in accordance with, (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to indemnify make such disbursement in the amounts and hold harmless to the Persons set forth therein; (iii) on the fifth (5th) Business Day following the General Indemnity Escrow Release Date, the remaining balance, if any, of the Indemnity Escrow Fund (less any Pending Claim Amount) shall be disbursed by the Escrow Agent to Sellers; and (iv) after the General Indemnity Escrow Release Date, each EFS Released Person Pending Claim Amount shall be paid by the Escrow Agent to Purchaser or Sellers, as the case may be, upon receipt by the Escrow Agent of, and in accordance with, (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement in the amounts and to the Persons set forth therein. (e) The Alternative Agreement Escrow Fund shall be disbursed by the Escrow Agent as follows: (i) from and against any and all lossestime to time prior to Alternative Agreement Termination Date, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses the Alternative Agreement Escrow Fund shall be disbursed by the Escrow Agent to Purchaser to the extent required to pay indemnification obligations of any kind, including reasonably attorneys’ fees and the cost Sellers under Article VIII in respect of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers Losses arising out of or relating to the Alternative Assumed Agreements; provided, however, that such disbursements shall be made by the Escrow Agent only upon (and in each case within five (5) Business Days of) receipt of (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement; (ii) on the fifth (5th) Business Day following the Alternative Agreement Termination Date, the remaining balance, if any, of the Alternative Agreement Escrow Amount (less any claim instituted against any EFS Released Person Pending Claim Amount) shall be disbursed by any the Escrow Agent to Sellers; and (iii) after the Alternative Agreement Termination Date, each Pending Claim Amount shall be paid by the Escrow Agent to Purchaser or Sellers, as the case may be, upon receipt by the Escrow Agent of, and in accordance with, (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement in the amounts and to the Persons set forth therein. (f) For purposes of Buyer’s respective Affiliatesthis Agreement, stockholdersthe term “Unresolved Claims” shall mean, partners(i) with respect to the Indemnity Escrow Fund, membersas of each Indemnity Escrow Release Date, directorsthe aggregate amount of all claims by Purchaser Indemnified Parties for indemnification pursuant to Article VIII, officersor (ii) with respect to the Alternative Agreement Escrow Fund, managersas of the Alternative Agreement Termination Date, liquidators or employees the aggregate amount of all claims by Purchaser Indemnified Parties for indemnification for Losses arising out of relating to the Alternative Assumed Agreements, in each case that have not previously been resolved or satisfied in accordance with this Agreement or that were otherwise unsatisfied as of such mattersIndemnity Escrow Release Date or Alternative Agreement Termination Date, as applicable, and for which Purchaser has provided written notice to the Escrow Agent and Sellers on or prior to such Indemnity Escrow Release Date or Alternative Agreement Termination Date, as applicable, and the term “Pending Claim Amount” shall mean each amount in respect of an Unresolved Claim.

Escrow Funds. (aA) EFS agrees that it The parties shall direct cause (i) all interest and gains earned or realized (“Earnings”) on the Adjustment Company Escrow Cash and (ii) all stock dividends, distributions in the form of securities (including shares distributed in a stock split) and any proceeds from any sale or liquidation (excluding cash dividends or other cash distributions) (“Stock Dividends and Proceeds”) with respect to the Adjustment Company Escrow Shares to be added to the York Deposit. The Adjustment Company Escrow Cash, together with the Earnings related thereto, and the Adjustment Company Escrow Shares, together with the Stock Dividends and Proceeds related thereto, are collectively referred to herein as the “York Adjustment Escrow Fund.” (B) The parties shall cause all Stock Dividends and Proceeds with respect to the Company Indemnity Escrow Shares to be added to the York Deposit. The Company Indemnity Escrow Shares, together with the Stock Dividends and Proceeds related thereto, are collectively referred to herein as the “General York Escrow Fund.” (C) The parties shall cause all Stock Dividends and Proceeds with respect to the Special Environmental Escrow Shares to be added to the York Deposit. The Special Environmental Escrow Shares, together with the Stock Dividends and Proceeds related thereto, are collectively referred to herein as the “Special Environmental Escrow Fund” (and together with the York Adjustment Escrow Fund and the General York Escrow Fund, the “York Escrow Fund”). (D) The Escrow Agent will distribute any cash dividends or other cash distributions received by the Escrow Agent with respect to distribute one hundred percent the Company Indemnity Escrow Shares, Special Environmental Escrow Shares or Adjustment Company Escrow Shares to the Indemnifying Company Stockholders (100%based on their Pro Rata Share thereof as specified on Exhibit A) within five (5) Business Days after the date of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedreceipt. (b) EFS will manage The parties shall cause all Earnings on the escrow claims process under DLJ Indemnity Escrow Deposit and the DLJ Adjustment Escrow Agreement Deposit to be added to the DLJ Deposit. The DLJ Adjustment Escrow Deposit, together with the Prior OwnerEarnings related thereto, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share is referred to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process herein as the “DLJ Adjustment Escrow Fund.” The DLJ Indemnity Escrow Deposit, together with the Prior Owner. No settlement under Earnings related thereto, is referred to herein as the “General DLJ Escrow Agreement will be agreed to by EFS without Fund” (and together with the prior written approval of BuyerDLJ Adjustment Escrow Fund and the York Escrow Fund, such approval not to be unreasonably withheld or delayedthe “Escrow Funds”). (c) Buyer agrees that The Escrow Agent shall establish separate accounts for each of the Escrow Funds. The Escrow Agent will invest the cash portion of the Escrow Funds (including (w) the Adjustment Company Escrow Cash and any Earnings related thereto, (x) the DLJ Adjustment Escrow Fund and all Claims againstthe General DLJ Escrow Fund, rights to ▇▇▇(y) the proceeds from any sale or liquidation of Company Indemnity Escrow Shares, other remedies Special Environmental Escrow Shares or Adjustment Company Escrow Shares and (z) any cash dividends or other recourse against Sellercash distributions with respect to Company Indemnity Escrow Shares, EFS Special Environmental Escrow Shares or Adjustment Company Escrow Shares pending their distribution), in (i) obligations of the United States government, its agencies or independent departments, (ii) certificates of deposit issued by a banking institution, (iii) an interest-bearing account of a banking institution, or (iv) money market funds rated AA+ or better which are authorized to invest in short term securities issued, or guaranteed as to principal and their respective Affiliates interest, by the U.S. Government and their respective stockholders, partners, members, directors, officers, manager, liquidators repurchase agreements with respect to such securities (including any money market fund managed by the Escrow Agent and employees any of its affiliates) (collectively, the “EFS Released PersonsPermitted Investments”) as directed by the Stockholders’ Representative in writing. (d) Any MCC Shares received as stock dividends (or as a result of a stock split) with respect to Company Indemnity Escrow Shares, Special Environmental Escrow Shares or Adjustment Company Escrow Shares shall be treated for and purposes of this Agreement as Company Indemnity Escrow Shares, Special Environmental Escrow Shares or Adjustment Company Escrow Shares, as applicable. If the York Adjustment Escrow Fund, the General York Escrow Fund or the Special Environmental Escrow Fund contains the proceeds from any sale or liquidation of Company Indemnity Escrow Shares, Special Environmental Escrow Shares or Adjustment Company Escrow Shares or distribution in connection with the management form of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by lawsecurities other than MCC Shares, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersproceeds shall be distributed as provided in Section 5(m).

Escrow Funds. (a) EFS agrees that it shall direct the Escrow Agent to distribute one hundred percent (100%) There may be Periodic Payments due under this Deed of any distributions under the Escrow Agreement to EFSTrust, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Principal Amount has been paid in full, and there is no longer any money owing. As such, the Borrower herein agrees to pay to the Lender, ________________________, additional monies (the "Escrow Agreement Funds") to Buyerprovide for the payment of the following "Escrow Items": Any and all yearly property and/or schools taxes, assessments or other items, which are considered a priority over this Deed of Trust as an encumbrance and/or lien on the Property; Lease Payment, if any, which may be associated with the Property; Payment for any and all insurance premiums related with the Property, including but not limited to, Mortgage Insurance which may be required by the Lender. EFS It is the responsibility of the Borrower to ensure that the Lender is made aware of any and all monies that require payments with regards to this Section. Upon the request of the Lender, the Borrower shall provide any receipts, bills, and/or invoices verifying or validating such payments to the Lender. Should the Borrower fail to make said payments in a timely manner, the Lender, at its discretion, make any and all past due payments of the aforementioned "Escrow Items," and as such, the Borrower shall then be obligated to repay the Lender for any such amount paid. The Lender shall have the right option to assign waive any of the Escrow Agreement at any time Borrower's obligations to Buyer, provided that Buyer consents repay monies to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS Lender for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against"Escrow Items" as it may deem fit by providing to the Borrower written notice of said waiver. If the Lender provides no such waiver, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, it then becomes the “EFS Released Persons”) for and in connection with the management responsibility of the Escrow Agreement are expressly released and waived by Buyer Borrower to make immediate payment directly to the fullest extent permitted Lender, when and where payable as designated by lawthe Lender, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against for the full amount due for any and all lossesEscrow Items. Should the Borrower be obligated to ensure payment of "Escrow Items" directly, damagesand said Borrower fails to ensure such payments are made in a timely fashion, deficienciesthen the Lender reserves the right under this Section to make payment for such amounts and Borrower shall be obligated to repay the Lender for any such amount. It is the responsibility of the Borrower to collect and deposit "Escrow Funds" in accordance with the Real Estate Settlement Procedures Act ("RESPA"). The Lender shall provide an estimate of the amount of the "Escrow Funds" due in accordance with applicable State and/or Federal Law. Should there be a surplus of funds held in escrow, judgmentsas defined in the RESPA, interestthe Lender shall then provide to the Borrower the excess funds in accordance with the RESPA guidelines. However, awardsshould there be a deficiency of said funds held in escrow, penalties, fines, costs or expenses then the Lender shall immediately notify the Borrower in writing of any kind, including reasonably attorneys’ fees such deficiency and the cost Borrower, at that time, must make immediate payment to the Lender any amount necessary to offset the deficiency. Once payment has been made in full of enforcing all "Escrow Items," the Lender shall then promptly refund to the Borrower any right of indemnification hereunder and excess funds which may be held by the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersLender.

Escrow Funds. At the Closing, Parent shall deliver, and the Principal Members and the KMV Corporation Shareholders shall be deemed to have received and deposited, pro rata in accordance with their respective ownership percentages set forth on the Closing Consideration Exhibit, cash in the amount of $45,000,000 (athe "Escrow Funds") EFS agrees that it to an escrow account (the "Escrow Account") to be established by Parent with Citibank N.A., or an escrow agent to be designated by Parent and approved by the Member Representative (which approval shall direct not be unreasonably withheld) prior to the Closing (the "Escrow Agent") to be held by the Escrow Agent, pursuant to the terms of an escrow agreement, consistent with the provisions of this Agreement and otherwise in form and substance reasonably satisfactory to Parent, the Company and the Member Representative (the "Escrow Agreement"), to provide for the satisfaction of claims for indemnification made by Parent pursuant to Article 10 of this Agreement. Any fees and expenses of the Escrow Agent shall be paid by Parent. The Escrow Funds shall be retained in the Escrow Account until released pursuant to distribute one hundred percent Section 3.2.3(b) below. During the period in which the Escrow Funds are retained in the Escrow Account, they will be held for the benefit of the Principal Members and KMV Corporation Shareholders (100%) pro rata as provided above), and such Persons shall be entitled to receive the economic benefit of any distributions under interest earned on the Escrow Agreement Funds unless and until and to EFS, which shall pay, or cause the extent it has been determined that Parent is entitled to be paid, one hundred percent (100%) of retain any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Funds in respect of indemnification claims pursuant to Section 10.2.3 of this Agreement are expressly released and waived by Buyer (it being understood that any interest on such Escrow Funds shall be distributed monthly to the fullest extent permitted by lawPrincipal Members and KMV Corporation Shareholders, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person except for interest accrued on the amount of a Resolved Claim Notice (as defined in Section 10.2.3(a) of this Agreement) from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses the date of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out Escrow Agent's receipt of such mattersResolved Claim Notice until payment thereof to Parent, which interest shall be payable to Parent). The parties to this Agreement hereby agree that the treatment described above shall apply for United States federal income tax purposes and to file all Tax Returns on a basis consistent with such treatment.

Escrow Funds. Parent shall take the following actions: (a) EFS agrees that it shall direct the Escrow Agent to distribute one hundred percent (100%) of any distributions under the Escrow Agreement to EFS, which shall pay, deposit or cause to be paid, one hundred percent (100%) of any such distributions paid to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign Agent, in accordance with the Escrow Agreement at Agreement, the Purchase Price Adjustment Escrow Amount (such amount, including any time to Buyerinterest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, provided that Buyer consents to such assignment in writing, such consent not the “Purchase Price Adjustment Escrow Fund”) to be unreasonably withheld or delayed.held for the purpose of securing the obligations pursuant to Section 2.16(d); (b) EFS will manage the escrow claims process under deposit or cause to be paid to the Escrow Agreement Agent, in accordance with the Prior OwnerEscrow Agreement, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share the Cash Indemnification Escrow Amount (such proportionate share amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Cash Indemnification Escrow Fund”), to be determined held for the purpose of partially securing the indemnification obligations of the Company Equityholders set forth in good faith by EFS this Agreement, including Article VIII and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed.Section 6.03; (c) Buyer agrees that holdback and reserve for issuance on the books and records of Parent, the Parent Stock Holdback Amount (such amount, including any and all Claims against, rights to ▇▇▇, other remedies interest or other recourse against Seller, EFS amounts earned thereon and their respective Affiliates less any disbursements therefrom the “Parent Stock Holdback Fund” and their respective stockholders, partners, members, directors, officers, manager, liquidators together with the Purchase Price Adjustment Escrow Fund and employees (collectivelythe Cash Indemnification Escrow Fund, the “EFS Released PersonsEscrow Funds”), to be held for the purpose of partially securing the indemnification obligations of the Company Equityholders set forth in this Agreement, including Article VIII and Section 6.03; and (d) deposit or cause to be paid to the Stockholder Representative, the Stockholder Representative Expense Amount (such amount, the “Stockholder Representative Expense Fund”), to be held for and the purpose of funding any expenses of Stockholder Representative arising in connection with the management administration of Stockholder Representative’s duties in this Agreement after the Effective Time. The balance of the Escrow Agreement are expressly released and waived Stockholder Representative Expense Fund, if any, will be distributed by Buyer the Stockholder Representative to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against Company Equityholders in accordance with their respective Allocation Percentages. The parties agree that the Stockholder Representative is not acting as a withholding agent or in any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and similar capacity in connection with the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersStockholder Representative Expense Fund.

Escrow Funds. (a) EFS agrees that it shall direct At the Effective Time, the Company's stockholders will be deemed to have received from Parent and deposited with the Escrow Agent the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act on the part of any stockholder. As soon as practicable after the Effective Time, the Escrow Shares, without any act on the part of any Company stockholder, will be deposited with First Union National Bank as Escrow Agent (the "Escrow Agent"), pursuant to distribute one hundred percent an Escrow Agreement, such deposits to constitute three escrow funds (100%the "Escrow Funds") to serve as the exclusive (other than with respect to claims of fraud or intentional misrepresentation) source from which any Losses (defined in Section 8.3) of the Parent, its officers, directors, agents and Affiliates (including the Surviving Corporation) may be indemnified pursuant to the provisions of Section 8.3. The Company Stockholders shall not be required to contribute additional shares of Parent Common Stock or any distributions other asset or cash (other than cash received as a result of a sale of Escrow Shares by the Escrow Agent at the request of the Securityholder Agent) to the Escrow Funds after the Effective Time. The Escrow Funds shall be governed by the terms set forth herein and in the Escrow Agreement. The number of Escrow Shares deposited on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.6(a) and shall be in the respective share amounts and percentages listed opposite each Company stockholder's name listed in Schedules to be attached to the Escrow Agreement in form and substance reasonably acceptable to EFS, which shall pay, or cause Parent to be paidexecuted by the Company and delivered to Parent at Closing (individually, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the an "Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to BuyerSchedule" and, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and "Escrow Schedules"). No shares of Parent Common Stock deposited in connection with the management of the Escrow Agreement are expressly released and waived by Buyer Funds shall be unvested or subject to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and repurchase, risk of forfeiture or other condition in favor of the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators Company or employees arising out of such mattersthe Surviving Corporation.

Escrow Funds. (a) EFS agrees that it As exclusive security and remedy for the indemnity provided for in Section 9.2(a) and (b) of this Agreement, the Escrow Shares (defined in Section 2.4(f) hereof) shall direct be registered in the names of the securityholders of Company but shall be deposited (together with assignments in blank executed by the securityholders of Company in connection with the surrender of their Certificates) with an institution selected by Parent with the reasonable consent of the Holders' Representative as escrow agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and in an Escrow Agreement among Parent, the Escrow Agent and the Holders' Representative (the "Escrow Agreement") substantially in the form attached hereto as Exhibit I. Subject to distribute one hundred percent (100%the terms of Section 9.3(b) of any distributions under this Agreement, upon compliance with the terms hereof and the terms of the Escrow Agreement Agreement, the Parent Indemnitees shall be entitled to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns obtain indemnification from the Escrow Fund for all Parent Indemnifiable Damages covered by the indemnity provided for in Section 9.2 of this Agreement (it being understood that each Company Indemnitor's liability under this Agreement shall be limited to Buyer. EFS shall have the right to assign the Escrow Agreement at Fund). The Escrow Agent, Parent, the Surviving Corporation and Merger Sub may rely upon any time decision, act, consent or instruction of the Holders' Representative as being the decision, act, consent or instruction of each and all of the stockholders of Company. The Escrow Agent, Parent and Merger Sub are hereby relieved from any liability to Buyerany person for any acts done by them in accordance with such decision, provided that Buyer consents to such assignment in writingact, such consent not to be unreasonably withheld or delayedinstruction of the Holders' Representative. (b) EFS will manage At any time until the escrow claims process under earlier of the Escrow Agreement with Expiration Date or the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management termination of the Escrow Agreement are expressly as provided therein, if any Parent Indemnitee makes a claim for Indemnifiable Damages and is entitled to indemnification pursuant to Section 9.2 hereof, the Escrow Agent shall, upon compliance with the procedures set forth in the Escrow Agreement, release to Parent (or other applicable Parent Indemnitee) such amount from the Escrow Fund which is equal in value to such Indemnifiable Damages. Escrow Shares so released and waived by Buyer shall be valued pursuant to the fullest extent permitted terms and conditions of the Escrow Agreement. Upon a distribution by lawthe Escrow Agent to Parent (or other applicable Parent Indemnitee) pursuant to this Section, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersEscrow Fund will be correspondingly reduced.

Escrow Funds. (a) EFS agrees that it shall direct In accordance with the Escrow Agent to distribute one hundred percent (100%) of any distributions under the Escrow Agreement to EFSAgreement, which Parent shall pay, deposit or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns deposited with the Escrow Agreement to Buyer. EFS shall have Agent: (a) the right to assign Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement at any time to BuyerAgreement, provided that Buyer consents to such assignment in writingthe “Indemnification Escrow Fund”), such consent not to be unreasonably withheld or delayed.held for the purpose of securing the indemnification obligations of the Stockholders set forth in this Agreement and the obligations pursuant to Section 2.17(d) and Section 7.03 for a period of eighteen (18) months from the Closing Date after which time the Indemnification Escrow Fund shall be disbursed by Escrow Agent to the Stockholders in accordance with their Pro Rata Shares, subject, in all cases, to the terms of the Escrow Agreement; provided, that, subject to the terms of this Agreement, Parent’s rights under this Agreement shall not be limited to the Indemnification Escrow Fund; (b) EFS will manage the escrow claims process under Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement with Agreement, the Prior Owner“Purchase Price Adjustment Escrow Fund”), with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined held for the purpose of securing the obligations of the Stockholders in good faith Section 2.17(d), and after the Post-Closing Adjustment has been resolved and paid, the balance, if any, of the Purchase Price Adjustment Escrow Amount shall be disbursed by EFS and Buyer) Escrow Agent to the Stockholders in accordance with their Pro Rata Shares, subject, in all cases, to the terms of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed.Agreement; and (c) Buyer agrees that the Stockholder Representative Expense Amount (such amount, including any and all Claims against, rights to ▇▇▇, other remedies interest or other recourse against Seller, EFS amounts earned thereon and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectivelyless any disbursements therefrom in accordance with the Escrow Agreement, the “EFS Released PersonsStockholder Representative Expense Fund” and together, with the Indemnification Escrow Fund and the Purchase Price Adjustment Escrow Fund, the “Escrow Funds”) ), to be held for and the purpose of funding any expenses of Stockholder Representative arising in connection with the management administration of Stockholder Representative’s duties in this Agreement after the Effective Time, and the Stockholder Representative Expense Fund shall be fully disbursed on or before eighteen (18) months from the Closing Date by Escrow Agent to the Stockholders in accordance with their Pro Rata Shares, unless Stockholder Representative directs the Escrow Agent in writing to retain such funds for a longer period of time, subject, in all cases, to the terms of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersAgreement.

Escrow Funds. To secure the obligations of Sellers set forth in Section 2.05 and Article VIII, at the Closing, Purchaser will deposit the Escrow Amount in immediately available funds in an escrow account with Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”), pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) in substantially the form attached hereto as Exhibit E. (a) EFS agrees that it The Purchase Price Adjustment Escrow Amount shall direct be held in the name of the Escrow Agent solely to distribute one hundred percent (100%) secure the rights of any distributions under Purchaser under, and in accordance with the terms and conditions of, Section 2.05. For applicable Tax purposes, Purchaser shall be treated as the owner of the Purchase Price Adjustment Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any Amount while such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns amount is held in the Purchase Price Adjustment Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedAccount. (b) EFS will manage The RWI Indemnity Escrow Amount shall be held in the name of the Escrow Agent solely to secure the rights of the Purchaser Indemnified Parties under and subject to Section 8.02 for a period of time ending on the first Business Day after that date which is twelve (12) months after the Closing Date (the “Escrow Claim Period”). Within two (2) Business Days following the end of the Escrow Claim Period, Purchaser and the Sellers’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to Sellers (in the amounts designated by the Sellers’ Representative) any portion of the RWI Indemnity Escrow Amount still held in escrow (and any interest attributable thereto) and not subject to pending, unresolved claims process under of any Purchaser Indemnified Party pursuant and subject to Section 8.02. If prior to the expiration of the Escrow Claim Period, any Purchaser Indemnified Party has made a claim pursuant and subject to Section 8.02 that has not been resolved in accordance with Article VIII and the Escrow Agreement with as of the Prior Ownerexpiration of the Escrow Claim Period, the Escrow Agent shall retain in the RWI Indemnity Escrow Account, after the expiration of the Escrow Claim Period, a portion of the RWI Indemnity Escrow Amount having an aggregate value equal to the asserted damages amount or contested portion of said amount, as the case may be, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share respect to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing all such claims process with made prior to the Prior Owner. No settlement under expiration of the Escrow Claim Period which have not then been resolved. All funds retained in the RWI Indemnity Escrow Account after the Escrow Claim Period shall, as appropriate, be released to either Purchaser or Sellers (in the amounts designated by the Sellers’ Representative), as applicable, upon resolution of such disputed claims pursuant to this Agreement will and the Escrow Agreement. For applicable Tax purposes, Purchaser shall be agreed treated as the owner of the RWI Indemnity Escrow Amount while such amount is held in the RWI Indemnity Escrow Account. For the avoidance of doubt, neither Parent, Purchaser nor any of the Companies shall have any responsibility or Liability to any Seller with respect to the allocation of any amounts by EFS without the prior written approval of Buyer, such approval not Sellers’ Representative pursuant to be unreasonably withheld or delayedthis Section 2.08(b). (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, The Special Indemnity Escrow Amount shall be held in the “EFS Released Persons”) for and in connection with the management name of the Escrow Agent solely to secure the rights of the Purchaser Indemnified Parties under and subject to Section 8.02(e) for a period of time ending on the first Business Day after that date which is sixty (60) months after the Closing Date (the “Special Escrow Claim Period”). The Special Indemnity Escrow Amount will be held in the Special Indemnity Escrow Account until released in accordance with the terms and conditions provided in the Escrow Agreement are expressly released and waived by Buyer Schedule 8.02(e). For applicable Tax purposes, Purchaser shall be treated as the owner of the Special Indemnity Escrow Funds while such amount is held in the Special Indemnity Escrow Account. For the avoidance of doubt, neither Parent, Purchaser nor any of the Companies shall have any responsibility or Liability to any Seller with respect to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses allocation of any kind, including reasonably attorneysamounts by the Sellers’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersRepresentative pursuant to this Section 2.08(c).

Escrow Funds. (a) EFS agrees that it As exclusive security and remedy for the indemnity provided for in Section 9.2(a) and (b) of this Agreement, the Escrow Shares (defined in Section 2.4(f) hereof) shall direct be registered in the names of the securityholders of Company but shall be deposited (together with assignments in blank executed by the securityholders of Company in connection with the surrender of their Certificates) with an institution selected by Parent with the reasonable consent of the Holders' Representative as escrow agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and in an Escrow Agreement among Parent, the Escrow Agent and the Holders' Representative (the "Escrow Agreement") substantially in the form attached hereto as Exhibit I. Subject to distribute one hundred percent (100%the terms of Section 9.3(b) of any distributions under this Agreement, upon compliance with the terms hereof and the terms of the Escrow Agreement Agreement, the Parent Indemnitees shall be entitled to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns obtain indemnification from the Escrow Fund for all Parent Indemnifiable Damages covered by the indemnity provided for in Section 9.2 of this Agreement (it being understood that each Company Indemnitor's liability under this Agreement shall be limited to Buyer. EFS shall have the right to assign the Escrow Agreement at Fund). The Escrow Agent, Parent, the Surviving Corporation and Merger Sub may rely upon any time decision, act, consent or instruction of the Holders' Representative as being the decision, act, consent or instruction of each and all of the stockholders of Company. The Escrow Agent, Parent and Merger Sub are hereby relieved from any liability to Buyerany person for any acts done by them in accordance with such decision, provided that Buyer consents to such assignment in writingact, such consent not to be unreasonably withheld or delayedinstruction of the Holders' Representative. (b) EFS will manage At any time until the escrow claims process under earlier of the Escrow Agreement with Expiration Date or the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management termination of the Escrow Agreement are expressly released as provided therein, if any Parent Indemnitee makes a claim for Indemnifiable Damages and waived by Buyer is entitled to indemnification pursuant to Section 9.2 hereof, the fullest extent permitted by lawEscrow Agent shall, and Buyer hereby agrees upon compliance with the procedures set forth in the Escrow Agreement, release to indemnify and hold harmless each EFS Released Person Parent (or other applicable Parent Indemnitee) such amount from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such matters.Escrow Fund which is equal in

Escrow Funds. (a) EFS agrees On the Closing Date, Parent shall deliver to the Escrow Agent, as a contribution to the Escrow Fund, cash in an amount equal to $5,000,000 (the “Escrow Amount”). The Escrow Fund shall be available to hold harmless and indemnify each of the Indemnitees for any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are in connection with the matters set forth in this Agreement, including to hold harmless and indemnify each of the Indemnitees for the Working Capital Deficit Adjustment. Subject to the limitations set forth in Section 9, no Indemnitee shall be entitled to any direct indemnification from the Indemnitors unless the Escrow Fund has been first exhausted or is subject to pending claims that it would exhaust the Escrow Fund or the Escrow Agreement has terminated. The Escrow Fund shall direct be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to distribute one hundred percent (100%) any lien, attachment, trustee process or any other judicial process of any distributions under creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) Agreement. Each distribution of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns cash made from the Escrow Agreement Fund to Buyer. EFS shall have the right to assign the Escrow Agreement at any time Contributors shall be made on a pro rata basis in proportion to Buyerthe amount contributed, provided that Buyer consents to such assignment as set forth in writing, such consent not to be unreasonably withheld or delayedSection 1.5(a) and 1.6(c). (b) EFS will manage the escrow claims process under Any income, gains, losses and expenses of the Escrow Agreement with Fund shall be included in Escrow Fund and be available for indemnification of the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share Indemnitees pursuant to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedthis Agreement. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, The adoption of this Agreement by the “EFS Released Persons”) for and in connection with the management Company Stockholders shall constitute approval of the Escrow Agreement are expressly released and waived by Buyer to of all of the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kindarrangements relating thereto, including reasonably attorneys’ fees the placement of the Escrow Fund in escrow in accordance with the terms hereof and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersthereof.

Escrow Funds. (a) EFS agrees that it At the Closing, Acquirer shall direct withhold the Adjustment Escrow Amount, the Retention Escrow Amount and the Specified Matters Indemnity Escrow Amount from the Closing Cash Consideration payable pursuant to Section 1.9(a), and shall (i) deposit the Adjustment Escrow Amount with CitiBank, N.A. as escrow agent (the “Escrow Agent”) (the aggregate value of the Adjustment Escrow Amount so held by the Escrow Agent from time to distribute one hundred percent time, the “Adjustment Escrow Fund”), which Adjustment Escrow Fund shall be placed in a separate account from the Retention Escrow Fund and the Specified Matters Indemnity Escrow Fund, which account shall governed by the provisions relating to the Adjustment Escrow Fund in this Agreement and the Escrow Agreement, (100%ii) deposit the Retention Escrow Amount with Escrow Agent (the aggregate value of any distributions under the Retention Escrow Amount so held by the Escrow Agent from time to time, the “Retention Escrow Fund”), which Retention Escrow Fund shall be placed in a separate account from the Adjustment Escrow Fund and the Specified Matters Indemnity Fund, which account shall be governed by the provisions relating to the Retention Escrow Fund in this Agreement and the Escrow Agreement and (iii) deposit the Specified Matters Indemnity Escrow Amount with Escrow Agent (the aggregate value of the Specified Matters Indemnity Escrow Amount so held by the Escrow Agent from time to EFStime, the “Specified Matters Indemnity Escrow Fund”), which Specified Matters Indemnity Escrow Fund shall paybe placed in a separate account from the Adjustment Escrow Fund and the Retention Escrow Fund, or cause which account shall be governed by the provisions relating to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Specified Matters Indemnity Escrow Fund in this Agreement and the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedAgreement. (b) EFS will manage The Adjustment Escrow Fund shall serve as the escrow claims process under sole source of recovery of Acquirer (or any Acquirer Related Party) with respect to, and Acquirer’s (and the Escrow Agreement Acquirer Related Parties’) sole and exclusive remedy against Seller (or any Seller Related Party) for, any Post-Closing Adjustment that is a negative number or otherwise relating to the calculation of Closing Working Capital, the Post-Closing Adjustment Amount or the Closing Cash Consideration or any certificate delivered by Seller in connection with any of the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedforegoing. (c) Buyer agrees that The Retention Escrow Fund shall serve as the sole source of recovery of Acquirer (or any Acquirer Related Party) with respect to, and all Claims againstAcquirer’s (and the Acquirer Related Parties’) sole and exclusive remedy against Seller (or any Seller Related Party) for, rights Seller’s share of the Retention Amount Losses (as contemplated by Section 9.1(b)). The Escrow Agent shall hold the Retention Escrow Funds until 11:59 p.m. Eastern prevailing time on the Retention Drop Down Date (the “Retention Escrow Release Date”) and shall release any remaining Retention Escrow Fund to ▇▇▇Seller, other remedies together with interest accrued on the Retention Escrow Fund, to Seller on the Retention Escrow Release Date. (d) The Specified Matters Indemnity Escrow Fund shall serve as the sole source of recovery of Acquirer (or any Acquirer Related Party) with respect to, and Acquirer’s (and the Acquirer Related Parties’) sole and exclusive remedy against Seller (or any Seller Related Party) for any indemnification claims made pursuant to Section 9.2(a)(ii) or otherwise under this Agreement in respect of (i) the Legal Proceedings identified on Schedule 2.5 (Litigation) of the Seller Disclosure Schedules or (ii) otherwise in respect of Specified Indemnified Taxes. The Escrow Agent shall hold the Specified Matters Indemnity Escrow Funds until 11:59 p.m. Eastern prevailing time on the first (1st) anniversary of the Closing Date (the “Specified Matters Indemnity Escrow Release Date”) and shall release any remaining Specified Matters Indemnity Escrow Funds, together with interest accrued thereon, to Seller on the Specified Matters Indemnity Escrow Release Date. (e) Neither the Retention Escrow Fund, nor the Adjustment Escrow Fund, nor the Specified Matters Indemnity Escrow Fund (in each case including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by Seller or be taken or reached by any legal or equitable process in satisfaction of any debt or other recourse against Liability of Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Agreement are expressly released and waived by Buyer each case prior to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersrelevant release date.

Escrow Funds. From and after the Closing (a) EFS agrees that it shall direct but subject to the provisions of this Article VIII and the Escrow Agent to distribute one hundred percent Agreement) until December 31, 2015 (100%) of any distributions under the "Indemnity Escrow Agreement to EFSPeriod"), which Buyer Indemnitees shall paybe entitled, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement accordance with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management terms of the Escrow Agreement are expressly released and waived Agreement, to receive Escrow Shares or proceeds from the Indemnity Escrow Funds in respect of any Losses suffered or incurred by any Buyer Indemnitee to the fullest extent permitted such Losses result from or arise out of matters which entitle such Buyer Indemnitee to indemnification under Article VIII. During the Indemnity Escrow Period, the indemnification obligations of Sellers pursuant to this Article VIII will be first satisfied by lawa distribution out of the Escrow Account to the applicable Buyer Indemnitee of a number of Escrow Shares having an aggregate value equal to the amount of such Losses as calculated pursuant to Section 8.6. Following the release to Buyer Indemnitees of all Escrow Shares in accordance with the preceding sentence, the indemnification obligations of Sellers will next be satisfied from the cash portion of the Indemnity Escrow Funds until such funds have been exhausted or the Claims for indemnification shall exceed the then-current balance in the Indemnity Escrow Funds, and thereafter, subject to the limitations in this Article VIII, directly by Sellers pursuant to this Article VIII. A distribution out of the Escrow Account in accordance with the immediately preceding two sentences shall be the sole and exclusive remedy of the Buyer hereby agrees Indemnitees for all Losses relating to indemnify and hold harmless each EFS Released Person from and against claims for indemnification pursuant to Section 8.1 (other than Losses arising out of arising out of breaches of any and all lossesFundamental Representation or in the case of fraud or intentional misrepresentation). The "Indemnity Escrow Funds" means the then-current amounts held in the Escrow Account, damages, deficiencies, judgmentsincluding any dividends, interest, awardsdistributions and other income received in respect thereof, penaltiesless any losses on investments thereof, fines, costs or expenses of any kind, including reasonably attorneys’ fees less distributions thereof in accordance with this Agreement and the cost Escrow Agreement. At the end of enforcing the Indemnity Escrow Period, the Indemnity Escrow Funds, less any right amounts subject to a pending Claims Notice (as defined in the Escrow Agreement), shall be disbursed to Sellers' Representative and/or Sellers in accordance with the terms and conditions of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersEscrow Agreement.

Escrow Funds. The Escrow Funds shall be held by the Paying Agent in accordance with the terms of this Agreement and the Escrow Agreement. The Escrow Funds shall be disbursed at the direction of the Parent and the Stockholders’ Representative in accordance with Section 3.3, this Section 3.4 or Section 7.8. Promptly following such disbursement, the Paying Agent shall disburse the balance of the Escrow Funds then remaining to the Company Holders (aor, in the case of a holder of Company Stock Options, to the Surviving Corporation to be paid to such holder of Company Stock Options through the payroll process of the Surviving Corporation (or any third party payroll agent of the Surviving Corporation or Affiliate of the Surviving Corporation designated by Parent) EFS agrees in accordance with applicable payroll procedures) pro rata in accordance with their respective Pro Rata Percentages as a portion of the Merger Consideration payable to the Company Holders; provided that it the balance of the Escrow Funds shall direct not be so disbursed prior to the six-month anniversary of the Closing Date (such date, the “Escrow Expiration Date”) without Parent’s prior written consent. Promptly following the Escrow Expiration Date, the Paying Agent shall disburse the balance of the Escrow Funds then remaining to the Company Holders (or, in the case of a holder of Company Stock Options, to the Surviving Corporation to be paid to such holder of Company Stock Options through the payroll process of the Surviving Corporation (or any third party payroll agent of the Surviving Corporation or Affiliate of the Surviving Corporation designated by Parent) in accordance with applicable payroll procedures) (less the maximum aggregate amount of the Escrow Funds that would be required to satisfy in full any and all outstanding claims received by the Escrow Agent on or prior to distribute one hundred percent (100%) of any distributions under the Escrow Expiration Date in accordance with the Escrow Agreement that remain pending and unresolved (or resolved but unpaid) as of the Escrow Expiration Date) pro rata in accordance with their respective Pro Rata Percentages as a portion of the Merger Consideration payable to EFSthe Company Holders. Notwithstanding anything to the contrary in this Agreement, which Parent’s and Sub’s sole recourse for payment of any amounts due to Parent pursuant to Section 3.3, this Section 3.4 or Section 7.8 shall be to the Escrow Account and neither Parent nor Sub or any of their respective Affiliates shall have any claim against the Company, the Stockholders’ Representative or any of their respective Affiliates in respect of such amounts. The Parent shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs all fees and expenses in managing such claims process with payable to the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and Paying Agent in connection with the management of the Escrow Agreement are expressly released and waived by Buyer its services pursuant to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersthis Agreement.

Escrow Funds. (a) EFS agrees that it On the Closing Date, Parent shall, or shall direct cause the Paying Agent to, transfer, by wire transfer of immediately available funds, (i) the Adjustment Escrow Amount to the Adjustment and [***] Agent to hold in escrow as an escrow fund (the “Adjustment Escrow Fund”), (ii) the Escrow Amount to the Adjustment and Agent to hold in escrow as an escrow fund (the “[***] Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to distribute one hundred percent hold in escrow as an escrow fund (100%the “PPP Loan Escrow Fund” and, together with the Adjustment Escrow Fund and the [***] Escrow Fund, collectively, the “Escrow [***] Funds”), in each case, under the terms of (A) of any distributions under this Agreement and the Adjustment and Agreement with respect to the Adjustment Escrow Fund, (B) this Agreement and the Escrow Agreement with respect to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to Buyerthe PPP Loan Escrow Fund. EFS Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and Escrow Amount with the Adjustment and Agent, (ii) the First Data Warrant Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of the right Adjustment Escrow Amount, the First Data Warrant Escrow Amount and the PPP Loan Escrow Amount to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedFunds. (b) EFS will manage the escrow claims process under the The Adjustment and First Data Escrow Agreement shall be entered into at or prior to the Closing, by and among Parent, the Stockholder Representative, on behalf of the Company Sellers, and the Adjustment and [***] Agent and shall provide Parent with recourse against the Adjustment Escrow Fund with respect to any Post-Closing Deficit Amount under Section 1.14. The proceeds in the Adjustment Escrow Fund shall be distributed to the Company Sellers, in accordance with their applicable Excess Pro Rata Share, and to Parent at the times, and upon the terms and conditions, set forth in this Agreement and the Adjustment and First Data Escrow Agreement. The terms and provisions of the Adjustment and First Data Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Company Sellers constitutes approval by such Company Sellers, as specific terms of the Merger, and the irrevocable agreement of such Company Sellers to be bound by and comply with, the Adjustment and First Data Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including the deposit of the Adjustment Escrow Amount into the Adjustment Escrow Fund and the appointment and sole authority of the Stockholder Representative to act on behalf of the Company Sellers, as provided for herein and in the Adjustment and First Data Escrow Agreement. The Adjustment Escrow Amount shall be held as a trust fund and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the Prior Owner, with reasonable consultation with Buyerterms of this Agreement and the Adjustment and First Data Escrow Agreement. Buyer Treatment of the First Data Warrant Escrow Amount shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith governed by EFS and BuyerSection 1.10(e) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedhereof. (c) Buyer agrees that any The parties acknowledge and all Claims againstagree that, rights notwithstanding anything to ▇▇▇the contrary contained in this Agreement, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectivelyunless forgiven prior to Closing, the PPP Loan will not be terminated or satisfied at or prior to the Closing, but rather, the Company will maintain the PPP Loan and the parties will comply with the terms of this Section 1.10(d) on account therewith. Promptly following receipt of a response to the filing of a Forgiveness Application that acknowledges that all or a portion of a PPP Loan has been forgiven, the parties agree that they shall jointly instruct the PPP Loan Escrow Agent to disburse the funds in the escrow account established pursuant to the PPP Loan Escrow Agreement (the “EFS Released PersonsPPP Loan Escrow Account”) for as follows: (a) an amount equal to the amount of such PPP Loan that is acknowledged in such response as being forgiven, if any, shall be disbursed pursuant to a joint written instruction of Parent and the Stockholder Representative to the Company Sellers, in connection accordance with their applicable Excess Pro Rata Share, and (b) the management balance of the funds in the PPP Loan Escrow Agreement are expressly released and waived by Buyer Account in respect of such PPP Loan shall be disbursed to Parent or the PPP Lender, as applicable. In the event that the Company receives a response from the SBA denying the request for forgiveness of such PPP Loan, or if the PPP Loan reaches its stated maturity date prior to receiving a response to the fullest extent permitted by lawForgiveness Application, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees Parent and the cost of enforcing any right of indemnification hereunder and Stockholder Representative agree that such PPP Loan shall be deemed for the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out purposes hereof not to be forgiven such that the forgiveness amount of such mattersPPP Loan shall be $0 and that the parties shall jointly instruct the PPP Loan Escrow Agent to disburse from the PPP Loan Escrow Account to the PPP Lender an amount necessary to pay all outstanding amounts due with respect to such PPP Loan in full satisfaction thereof.