Common use of Escrow Funds Clause in Contracts

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 (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow 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 accordance with the 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of 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 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 the Code, a portion of 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 parties hereto shall report consistently with such treatment, as applicable.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall be used solely 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 purposes set forth in Section 2.14(c)(i) benefit of the Lenders, the Issuing Lender, the Hedge Lenders, the Cash Managers or 2.14(c)(iiany Non-Extending Lender, as applicable, an amount equal to such Lender(s). The Indemnity Escrow Fund ' maximum potential liability under then outstanding Bankers' Acceptances and Letters of Credit or such other amount specifically required by this Agreement, as applicable (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow 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 AgreementSuch cash collateral account(s) shall be distributed assigned to the Member Representative for the benefit of and distribution to the Members Agent 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 accordance with the terms hereof security for, and the Escrow AgreementFunds will be held by the Agent for set-off against, indebtedness and obligations owing by the Borrower to 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. The parties hereto agree that, for Tax reporting purposes, Parent shall be deemed to be the owner Pending such set-off or release of the Escrow Funds (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 reduced from time to time by applicable. If such Event of Default is either waived or cured in compliance with the amount terms of monies distributed from such Escrow Fund in accordance with this Agreement and (or, in the case of part (B) of 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, and that all interest on or other taxable incomeFunds required to be released by part (B) of the last sentence thereof), if any, earned from together with any accrued interest thereon to the investment date of release will be returned to the Borrower. The deposit of the Escrow Amount shall be treated for Tax purposes Funds by the Borrower with the Agent as earned by Parent until herein provided will not operate as a repayment of the Escrow Amount is distributed in accordance with this Agreement and the Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposesAggregate Principal Amount, the payments received by Hedge Indebtedness or the Members from Cash Management Obligations, as applicable, until such time as the Escrow Funds are intended actually paid to constitute installment payments from an installment sale described in Section 453 of the CodeLenders, a portion of which may be treated as imputed interest under the CodeIssuing Lender, unless the Members make an election pursuant to Section 453(d) of Hedge Lenders, the Code, and the parties hereto shall report consistently with such treatmentCash Managers or any Non-Extending Lender, as applicable.

Escrow Funds. The Purchase Price Adjustment 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 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 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 (12.5%) of 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 used solely withheld by Parent from the distribution of the Merger Consideration and deposited with the Escrow Agent. Except for a claim arising under Section 3.5 hereof, Parent and its Affiliates may not receive any amounts from the purposes 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 the Escrow Agent as provided in Section 9.3(e) (there shall not be any such threshold with respect to Losses incurred, suffered or accrued as a result of a breach or inaccuracy in any of the representations or warranties of the Company set forth in Section 2.14(c)(i4.17 (Intellectual Property) or 2.14(c)(iiof this Agreement as such Losses relate to the Three Year Escrow Fund). The Indemnity 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 willful breach of any representation, warranty or covenant committed by a Company Stockholder or the Company, claims by the Third Persons (collectively with as defined below) for Losses shall be satisfied first, from the Purchase Price Adjustment One Year Escrow Fund, Fund or the “Escrow Funds”) shall (i) be used solely for the same purposes as the Purchase Price Adjustment Three Year 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 second, against 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 accordance with the 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of 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 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 the Code, a portion of 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 parties hereto shall report consistently with such treatment, as applicableCompany Stockholders directly.

Escrow Funds. The Purchase Price At the Closing, Parent shall deduct from the Total Consideration (i) an amount in cash equal to the Adjustment Escrow Fund Amount, which shall be used solely constitute partial security for the purposes obligations set forth in Section 2.14(c)(i1.8 (the “Adjustment Escrow Fund”), (ii) or 2.14(c)(iian amount in cash equal to the Indemnity Escrow Amount, which shall constitute partial security for the indemnification obligations of each Indemnifying Party pursuant to Article VIII (the “Indemnity Escrow Fund”). The , and (iii) an amount in cash equal to the Special Escrow Amount, which shall constitute partial security for the indemnification claims under Section 8.2(a)(viii) (the “Special Escrow Fund” and, together with the Indemnity Escrow Fund (collectively with and the Purchase Price Adjustment Escrow Fund, the “Escrow Funds”), in each case to be delivered to at Closing and held by the Escrow Agent in accordance with the terms of an “Escrow Agreement” in substantially the form attached hereto as Exhibit A. Each Indemnifying Party’s Pro Rata Portion of the Escrow Funds shall be withheld from the Total Consideration otherwise payable to such Indemnifying Party on the Closing Date under Section 1.6(b) shall (i) be used solely for and/or 1.6(d). To the same purposes as the Purchase Price Adjustment Escrow Fund and extent not reduced to satisfy the indemnification obligations of the Indemnifying Parties in accordance with the terms of Article VIII, 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 remaining 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 Special Escrow Fund shall be paid to the Indemnifying Parties in accordance with their respective Pro Rata Portions promptly following the date that is eighteen (18) months after the Closing Date (the “Indemnity Escrow Release Date”) or, in the case of amounts held back in respect of pending and disbursed solely for unresolved claims as of the respective purposes and Indemnity Escrow Release Date, promptly following the final resolution of such claims to the extent in favor of the Indemnifying Parties, in each case in accordance with the terms hereof and of the Escrow Agreement and this Agreement. The parties hereto agree that, for Tax reporting purposes, Parent Pro Rata Portions of the Indemnity Escrow Fund (if any) or the Special Escrow Fund (if any) payable pursuant this Section 1.7(b) to each former holder of a Vested Company Option that was outstanding immediately prior to the Effective Time shall be deemed to be paid through 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 and the Escrow Agreement, and that all interest on Surviving Corporation’s (or other taxable incomeParent’s payroll, if anythe Surviving Corporation no longer exists or does not have a payroll system at the time of payment) promptly following the Indemnity Escrow Release Date, earned from the investment net of 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 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 the Code, a portion of which may be treated as imputed interest under the Code, unless the Members make an election any applicable withholding Taxes pursuant to Section 453(d) of the Code, and the parties hereto shall report consistently with such treatment, as applicable1.9.

Escrow Funds. The Purchase Price Adjustment Trust shall deliver to the Escrow Fund Agent $90,000,000 by transfer of immediately available funds to an account designated in writing by the Escrow Agent to the Trust (the "Escrow Account"); provided, however, that, if prior to the Closing Date (as defined in the Merger Agreement), the Court has issued an order, which order shall be used solely 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 paid 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, creditors or possible claimants of the Trust with respect to its claims for the purposes indemnification for Taxes set forth in Section 2.14(c)(i) the Tax Matters Agreement (the "Indemnification Priority"), the Trust shall only transfer to the Escrow Agent for deposit into the Escrow Account $30,000,000 (or 2.14(c)(ii$40,000,000 if the Escrow Funds Priority has been ordered but the Indemnification Priority has not been ordered). The Indemnity Company agrees that if the Escrow Fund (collectively with Funds Priority is granted by the Purchase Price Adjustment Escrow FundCourt after the date hereof, the “Trust shall be entitled to withdraw an amount of funds from the Escrow Funds”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) shall 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 the greater of (i) the projected Taxes determined by the Trust in good faith to be used solely owed by the Trust 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 next succeeding four calendar quarters and (ii) terminate at 11:59 p.m. the Taxes paid by the Trust during any four consecutive calendar quarters within the immediately preceding eight calendar quarters (Eastern time) on such greater amount, the Expiration Date (other than with respect to claims made on or before the Expiration Date"Tax Amount"). Any The amounts deposited in the Indemnity Escrow Fund not so used (Account from time to time as contemplated above, together with all interest and other than amounts reserved subject income earned thereon, including, without limitation, any capital gains, is referred to pending claims made on or before herein as the Expiration Date and not then finally resolved in accordance with "Escrow Funds." The Escrow Funds shall be held by the Escrow Agreement) shall be distributed to the Member Representative Agent for the benefit of and distribution to the Members Trust as allocated at the direction of the Member Representative (provided 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 accordance with the terms hereof and the this 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of 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 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 the Code, a portion of 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 parties hereto shall report consistently with such treatment, as applicable.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall be used solely By virtue of this Agreement and as security for the purposes set forth indemnity obligations provided for in Section 2.14(c)(i) or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with SECTION 7.2 hereof, at the Purchase Price Adjustment Escrow FundEffective Time, the “Escrow Funds”) shall (i) Stockholders and holders of Company Options will be used solely for the same purposes as the Purchase Price Adjustment Escrow Fund deemed to have received 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 deposited 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 accordance with the terms hereof and the Escrow Agreement. The parties hereto agree that, for Tax reporting purposes, Parent shall be deemed to be the owner Agent their pro rata portion of the Escrow Funds, Share Amount (plus any New Shares as reduced from time to time by defined in SECTION 7.3(d)(iii) hereof) without any act of the amount of monies distributed from such Stockholders. The Escrow Fund in accordance Cash Amount will be deposited with this Agreement and the Escrow AgreementAgent directly by Parent. The Escrow Amount shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VII. Promptly after the Closing, and that all interest on the Escrow Amount, without any act of the Stockholders or other taxable incomethe holders of Company Options, if anywill be deposited with the Escrow Agent, earned from the investment such deposit of the Escrow Amount to constitute two escrow funds (the "ESCROW FUNDS") to be governed by the terms set forth herein. The Escrow Cash Amount shall be treated for Tax purposes as earned by Parent until deposited into one of the Escrow Amount is distributed in accordance with this Agreement Funds (the "CASH ESCROW FUND") and the Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposes, Share Amount shall be deposited into the payments received by the Members from other of the Escrow Funds are (the "STOCK ESCROW FUND"). For tax purposes, it is intended that the Cash Escrow Fund be established as a grantor trust with respect to constitute installment payments from an installment sale described in Section 453 of Parent and that the Code, Stock Escrow Fund be established as a portion of which may be treated as imputed interest under grantor trust with respect to the Code, unless the Members make an election pursuant to Section 453(d) of the CodeStockholders, and the parties hereto agree to treat and report the Escrow Funds as such. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall report consistently with such treatment, not affect the binding nature of this Agreement as applicableof the date hereof between the other signatories hereto.

Escrow Funds. At the Closing, Acquirer will withhold from the shares of Acquirer Common Stock comprising the Total Stock Consideration issuable to each Selling Shareholder in connection with the Share Purchase such Selling Shareholder's Pro Rata Share of the Escrow Shares (such aggregate amount of shares of Acquirer Common Stock being referred to herein as the "Escrow Fund"). The Purchase Price Adjustment Escrow Fund shall be used solely for the purposes set forth available to compensate Acquirer (on behalf of itself or any other Indemnified Person (as such term is defined in Section 2.14(c)(i9.2 below)) or 2.14(c)(iifor Indemnifiable Damages (as such term is defined in Section 9.2 below) pursuant to the indemnification obligations of the Selling Shareholders until 11:59 p.m. California time on the date that is eighteen (18) months after the Closing Date (such earlier date, the "Escrow Release Date"). The Indemnity Escrow Fund No portion (collectively with nor all) of the Purchase Price Adjustment Escrow Fund, nor any beneficial interest therein, may be pledged, subjected to any Encumbrance, sold, assigned or transferred, by any Selling Shareholder, or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Selling Shareholder, in each case prior to the “disbursement of the Escrow Funds”Fund to any Selling Shareholder in accordance with Section 9.1(c) shall below. [Intentionally Omitted] Within five (5) Business Days following the Escrow Release, Acquirer will disburse to each Selling Shareholder such Selling Shareholder's Pro Rata Share of the Escrow Fund, less (i) be used solely for that portion of the same purposes as the Purchase Price Adjustment Escrow Fund and previously paid to satisfy any or reclaimed by Acquirer in satisfaction of 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 in accordance with Article 9 of this Agreement and (ii) terminate at 11:59 p.m. that portion of the Escrow Fund necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate (Eastern timeas defined in Section 9.5 below) on delivered to the Expiration Shareholders' Agent prior to the Escrow Release Date. Any portion of the Escrow Fund held following the Escrow Release Date (other than with respect to pending but unresolved claims made on or before for indemnification that is not awarded to Acquirer upon the Expiration Date). Any amounts in the Indemnity Escrow Fund not so used (other than amounts reserved subject to pending resolution of such claims made on or before the Expiration Date and not then finally resolved in accordance with the Escrow Agreement) shall be distributed disbursed to the Member Representative for the benefit Selling Shareholders within five (5) Business Days following resolution 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 accordance with the 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of 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 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 the Code, a portion of 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 parties hereto shall report consistently with such treatment, as applicableclaims.

Escrow Funds. The Purchase Price Adjustment At the Closing, Buyer shall deliver (a) the Indemnification 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 (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow 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 Shares and (iib) terminate at 11:59 p.m. the Escrowed Cash Consideration (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 accordance with the 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 increased from time to time by the amount of monies distributed from any interest, dividends, earnings and other income on such aggregate amounts, the “Indemnification Escrow Fund 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 this Agreement the terms and provisions of a certain escrow agreement that shall 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, and ”). The Parties agree that all interest on or other taxable income, if any, earned from the investment of the Escrow Amount shall be treated for Tax purposes as earned by Parent until the Escrow Amount is distributed in accordance with this Agreement 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 the applicable Selling Stockholder; and (iii) all voting rights of the Indemnification Escrow Shares shall be exercisable by the applicable Selling Stockholder during the entire period such shares are held in escrow in the same manner as such shares would be entitled to such 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 an escrow account (the “Indemnification Escrow Account”). The Indemnification Escrow Account shall be established solely to secure the indemnification obligations of the Selling Stockholders, as set forth in Article X hereof. The Indemnification Escrow Shares and the Indemnification Escrow Funds shall be held in the Indemnification Escrow Account for a period of the longer of (a) twelve (12) months from the Closing Date or (b) the completion of the Buyer’s audited financial statements (on a consolidated basis, including with respect to the Company) for the fiscal year ended March 31, 2009 by the Buyer’s independent public accountants but in any event no later than fifteen (15) months from the Closing Date (such period, the “Escrow Period”), unless such Indemnification Escrow Shares or the Indemnification Escrow Funds or any portion thereof are otherwise earlier distributed or held in escrow following such Escrow Period in respect of any unresolved claims relating thereto in accordance with the terms and provisions of the Escrow Agreement. The parties hereto further agree thatUpon expiration of the Escrow Period, for U.S. federal income Tax purposesall Indemnification Escrow Shares or Indemnification Escrow Funds remaining in the Indemnification Escrow Account shall be distributed to the Stockholder Representative, the payments received by Selling Stockholders and/or Buyer in accordance with the Members from terms and provisions of the Escrow Funds are intended to constitute installment payments from an installment sale described in Section 453 of the Code, a portion of 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 parties hereto shall report consistently with such treatment, as applicableAgreement.

Escrow Funds. There may be Periodic Payments due under this Deed of Trust, until such time as 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 Funds") to provide 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. 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 Purchase Price Adjustment Lender shall have the option to waive any of the Borrower's obligations to repay monies to the Lender for any and all "Escrow Fund Items" as it may deem fit by providing to the Borrower written notice of said waiver. If the Lender provides no such waiver, it then becomes the responsibility of the Borrower to make immediate payment directly to the Lender, when and where payable as designated by the Lender, for the full amount due for any and all Escrow Items. Should the Borrower be obligated to ensure payment of "Escrow Items" directly, and said Borrower fails to ensure such payments are made in a timely fashion, then the Lender reserves the right under this Section to make payment for such amounts and Borrower shall be used solely obligated to repay the Lender for any such amount. It is the purposes set forth in Section 2.14(c)(i) or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with responsibility of the Purchase Price Adjustment Escrow Fund, the “Borrower to collect and deposit "Escrow 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) Real Estate Settlement Procedures Act ("RESPA"). The Lender shall be distributed to the Member Representative for the benefit of and distribution to the Members as allocated at the direction provide an estimate of the Member Representative (amount of the "Escrow Funds" due in accordance with Annex D) on applicable State and/or Federal Law. Should there be a surplus of funds held in escrow, as defined in the next Business Day after RESPA, the Expiration Date or as otherwise determined by Lender shall then provide to the Member Representative Borrower the excess funds in accordance with the Restructuring AgreementRESPA guidelines. The Indemnity Escrow Fund However, should there be a deficiency of said funds held in escrow, then the Lender shall be held and disbursed solely for immediately notify the respective purposes and Borrower in accordance with the terms hereof writing of such deficiency and the 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 all "Escrow Agreement. The parties hereto agree that, for Tax reporting purposes, Parent Items," the Lender shall be deemed then promptly refund 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of 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 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 the Code, a portion of Borrower any excess funds which may be treated as imputed interest under held by the Code, unless the Members make an election pursuant to Section 453(d) of the Code, and the parties hereto shall report consistently with such treatment, as applicableLender.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall be used solely for Upon the purposes set forth in Section 2.14(c)(i) occurrence of an Event of Default, after a domestic or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with foreign court issues any judgment or order restricting or prohibiting payment by the Purchase Price Adjustment Escrow FundIssuing Bank 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 this Agreement, the “Escrow Funds”Borrower will forthwith pay to (a) shall (i) be used solely the Agent for the same purposes as the Purchase Price Adjustment Escrow Fund and to satisfy any claims of deposit into 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 collateral account maintained for the benefit of the Lenders, the Issuing Lender or any Non-Extending Lender, as applicable, an amount equal to such Lender(s)' maximum potential liability under then outstanding Bankers' Acceptances and distribution Letters of Credit (the "Escrow Funds"). The Escrow Funds will be held by the Agent for set-off against future indebtedness owing by the Borrower to the Members Lenders, the Issuing Lender or any Non-Extending Lender, as allocated applicable, in respect of such Bankers' Acceptances or Letters of Credit, and pending such application will bear interest 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 rate payable 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 accordance with the 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 Agent from time to time by generally in respect of deposits for such amount, and for the amount period from the date of monies distributed from such Escrow Fund in accordance with this Agreement deposit to the earlier of the date of release thereof and the Escrow Maturity Date of the Bankers' Acceptances or the expiry of the Letters of Credit. If such Event of Default is either waived or cured in compliance with the terms of this Agreement, and that all interest on or other taxable incomethen the remaining Escrow Funds, if any, earned from together with any accrued interest to the investment date of release will be returned to the Borrower. The deposit of 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 Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposes, the payments received Funds by the Members from Borrower with the Agent as herein provided will not operate as a repayment of the Aggregate Principal Amount until such time as the Escrow Funds are intended actually paid to constitute installment payments from an installment sale described in Section 453 of the CodeLenders, a portion of 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 parties hereto shall report consistently with such treatmentIssuing Lender or any Non-Extending Lender, as applicable.

Escrow Funds. The Purchase Price Adjustment From and after the Closing (but subject to the provisions of this Article VIII and the Escrow Fund Agreement) until December 31, 2015 (the "Indemnity Escrow Period"), Buyer Indemnitees shall be used solely for entitled, in accordance with the purposes set forth in Section 2.14(c)(i) terms of the Escrow Agreement, to receive Escrow Shares or 2.14(c)(ii). The proceeds from the Indemnity Escrow Fund (collectively Funds in respect of any Losses suffered or incurred by any Buyer Indemnitee to the extent 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 a 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 Purchase Price Adjustment Escrow Fundpreceding 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 (i) be used solely the sole and exclusive remedy of the Buyer Indemnitees for the same purposes as the Purchase Price Adjustment Escrow Fund and all Losses relating 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 8.1 (other than with respect to claims made on Losses arising out of arising out of breaches of any Fundamental Representation or before in the Expiration Datecase of fraud or intentional misrepresentation). Any The "Indemnity Escrow Funds" means the then-current amounts held in the Indemnity Escrow Fund not so used (Account, including any dividends, interest, distributions and other than amounts reserved subject to pending claims made income received in respect thereof, less any losses 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 accordance with the terms hereof and the Escrow Agreement. The parties hereto agree thatinvestments thereof, 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of the Escrow Amount shall be treated for Tax purposes as earned by Parent until the Escrow Amount is distributed less distributions thereof in accordance with this Agreement and the Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposesAt the end of the Indemnity Escrow Period, the payments received by the Members from Indemnity Escrow Funds, less any amounts subject to a pending Claims Notice (as defined in the Escrow Funds are intended Agreement), shall be disbursed to constitute installment payments from an installment sale described Sellers' Representative and/or Sellers in Section 453 accordance with the terms and conditions of the Code, a portion of 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 parties hereto shall report consistently with such treatment, as applicableEscrow Agreement.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall be used solely Agreement will provide for the purposes set forth in Section 2.14(c)(ireduction of the Escrow Amount (and delivery to the Vendor of such reduction) or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with by the Purchase Price Adjustment Escrow Fund, amount of $2,000,000 less the “Escrow Funds”) shall (i) be used solely for the same purposes as the Purchase Price Adjustment Escrow Fund and to satisfy amount of 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 Claim made on or before the Expiration Date90th day following the Closing. The Escrow Amount less any the amount of any Claims made at or prior to that time shall be released to the Vendor on the date that is the last day of the fifteenth month following Closing. In the event of Vendor is required to indemnify any Purchaser Indemnified Party for Losses under this Article 10 (subject to the limitations thereunder). Any amounts , such Purchaser Indemnified Party shall be paid (a) first, to the extent there are sufficient funds in the Indemnity Escrow Fund not so used (other than amounts reserved subject escrow account established pursuant to pending claims made on or before the Expiration Date and not then finally resolved in accordance with the Escrow Agreement) shall be distributed , by release of funds 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 Purchaser Indemnified Parties 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 Agent, in accordance with the 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 and (b) in the event that there are no remaining funds in the escrow account established pursuant to the Escrow Agreement, by the Vendor, by wire transfer of immediately available funds within five Business Days of such obligation becoming due; provided that, notwithstanding the foregoing, in the event an indemnification payment is due and that all interest on or other taxable incomeowing with respect to the Xxxxxxxx/Xxxxx Liabilities, if anythe Vendor shall pay such amount by wire transfer of immediately available funds within five Business Days of such obligation becoming due (and, earned unless otherwise elected by the Purchaser, such amount shall not be deducted from the investment of 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 escrow account established pursuant to the Escrow Agreement). The parties hereto further agree that, for U.S. federal income Tax purposes, Any payment the payments received Purchaser is obligated to make to any Vendor Indemnified Party shall be paid to the applicable Vendor Indemnified Party by the Members from the Escrow Funds are intended to constitute installment payments from an installment sale described in Section 453 wire transfer of the Code, a portion immediately available funds within five Business Days of 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 parties hereto shall report consistently with such treatment, as applicableobligation becoming due.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall be used solely for In order to secure the purposes set forth performance and discharge of Mortgagor's obligations hereunder, Mortgagor shall, on demand, pay to Mortgagee, in Section 2.14(c)(i) or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow 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 addition to the Member Representative for monthly installments of principal and interest under the benefit of and distribution to the Members as allocated at the direction terms of the Member Representative (in accordance with Annex D) on Note and concurrently therewith, monthly until the next Business Day after the Expiration Date or said Note is paid, such amounts 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 accordance with the 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 Mortgagee from time to time estimates as necessary to create and maintain a reserve escrow fund from which to pay before the same become due: (a) all taxes, assessments, liens and charges on or against the Mortgaged Property; and (b) all premiums for insurance policies which are required by this Mortgage. Upon demand by Mortgagee, Mortgagor shall deliver to Mortgagee such additional monies as are required to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such taxes, assessments, liens, charges and premiums. Such deposits shall not be, nor be deemed to be, trust funds and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Mortgagee may apply to the reduction of the sums secured hereby, in such manner as Mortgagee shall determine in its sole discretion, any amount under this section remaining to Mortgagor's credit. Mortgagee shall have no liability for deficiencies in the deposit amount or for payment of monies distributed taxes, assessments, liens, charges and premiums arising from Mortgagor’s failure to timely or adequately fund the deposits. Payments from such Escrow Fund in accordance with this Agreement and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment reserve fund for said purposes may be made by Mortgagee at its discretion even though subsequent owners of the Escrow Amount property described herein may benefit thereby. Any excess funds accumulated hereunder remaining after payment of the items set forth in this section, shall be treated for Tax purposes as earned by Parent until credited to the Escrow Amount is distributed in accordance with this Agreement and the Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposes, the subsequent monthly payments received by the Members from the Escrow Funds are intended to constitute installment payments from an installment sale described in Section 453 of the Code, a portion of which may be treated as imputed interest under the Code, unless the Members make an election pursuant to Section 453(d) same nature required hereunder and any remaining balance existing at maturity of the Code, and Note shall be credited to the parties hereto shall report consistently with such treatment, as applicableprincipal secured hereby.

Escrow Funds. The Purchase Price Adjustment Escrow Fund At the Closing, Parent shall deliver, and the Principal Members and the KMV Corporation Shareholders shall be used solely 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 (the "Escrow Funds") 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 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 purposes set forth in Section 2.14(c)(i) or 2.14(c)(ii)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 Indemnity Escrow Fund (collectively with Funds shall be retained in the Purchase Price Adjustment Escrow Fund, the “Escrow 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 Account until released pursuant to Section 12.02(a3.2.3(b) or Section 12.02(b) made from and after Closing but on or before below. During the Expiration Date and (ii) terminate at 11:59 p.m. (Eastern time) on period in which the Expiration Date (other than with respect to claims made on or before the Expiration Date). Any amounts Escrow Funds are retained 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 Account, they will be distributed to the Member Representative held for the benefit of the Principal Members and distribution KMV Corporation Shareholders (pro rata as provided above), and such Persons shall be entitled to receive the economic benefit of any interest earned on the Escrow Funds unless and until and to the Members as allocated at the direction extent it has been determined that Parent is entitled to retain any of the Member Representative Escrow Funds in respect of indemnification claims pursuant to Section 10.2.3 of this Agreement (in accordance with Annex D) it being understood that any interest on such Escrow Funds shall be distributed monthly to the Principal Members and KMV Corporation Shareholders, except for interest accrued on the next Business Day after amount of a Resolved Claim Notice (as defined in Section 10.2.3(a) of this Agreement) from the Expiration Date or as otherwise determined by date of the Member Representative in accordance with the Restructuring Agreement. The Indemnity Escrow Fund Agent's receipt of such Resolved Claim Notice until payment thereof to Parent, which interest shall be held and disbursed solely for the respective purposes and in accordance with the terms hereof and the Escrow Agreementpayable to Parent). 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 and hereby agree that the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of the Escrow Amount treatment described above shall be treated apply for Tax purposes as earned by Parent until the Escrow Amount is distributed in accordance with this Agreement and the Escrow Agreement. The parties hereto further agree that, for U.S. United States federal income tax purposes and to file all 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 the Code, Returns on a portion of 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 parties hereto shall report consistently basis consistent with such treatment, as applicable.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall At the Effective Time, the Company's stockholders will be used solely for the purposes set forth in Section 2.14(c)(i) or 2.14(c)(ii). The Indemnity Escrow Fund (collectively deemed to have received from Parent and deposited with the Purchase Price Adjustment Escrow FundAgent 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 an Escrow Agreement, such deposits to constitute three escrow funds (the "Escrow Funds”") shall (i) be used solely for the same purposes to serve 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 exclusive (other than with respect to claims made on of fraud or before intentional misrepresentation) source from which any Losses (defined in Section 8.3) of the Expiration Date)Parent, its officers, directors, agents and Affiliates (including the Surviving Corporation) may be indemnified pursuant to the provisions of Section 8.3. Any amounts in the Indemnity Escrow Fund The Company Stockholders shall not so used be required to contribute additional shares of Parent Common Stock or any other asset or cash (other than amounts reserved subject to pending claims made on or before the Expiration Date and not then finally resolved in accordance with cash received as a result of a sale of Escrow Shares by the Escrow AgreementAgent at the request of the Securityholder Agent) to the Escrow Funds after the Effective Time. The Escrow Funds 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 governed by the Member Representative in accordance with the Restructuring Agreement. The Indemnity Escrow Fund shall be held and disbursed solely for the respective purposes terms set forth herein and in accordance with the terms hereof and the Escrow Agreement. The parties hereto agree that, for Tax reporting purposes, Parent number of Escrow Shares deposited on behalf of each stockholder of the Company shall be deemed 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 the owner of attached to the Escrow Funds, as reduced from time Agreement in form and substance reasonably acceptable to time Parent to be executed by the amount of monies distributed from such Company and delivered to Parent at Closing (individually, an "Escrow Fund in accordance with this Agreement and the Escrow AgreementSchedule" and, and that all interest on or other taxable income, if any, earned from the investment of 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 Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposescollectively, the payments received by the Members from "Escrow Schedules"). No shares of Parent Common Stock deposited in the Escrow Funds are intended shall be unvested or subject to constitute installment payments from an installment sale described any right of repurchase, risk of forfeiture or other condition in Section 453 favor of the Code, a portion of which may be treated as imputed interest under Company or the Code, unless the Members make an election pursuant to Section 453(d) of the Code, and the parties hereto shall report consistently with such treatment, as applicableSurviving Corporation.

Escrow Funds. The Purchase Price Adjustment Escrow Fund Amount shall be used solely for the purposes set forth in Section 2.14(c)(i2.3(b) and Section 2.3(c) and shall terminate five (5) Business Days after the date on which each of the Final Working Capital and the Final Assumed Indebtedness are finally agreed or 2.14(c)(ii)determined. The Indemnity Escrow Fund (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow Funds”) shall (ia) be used solely for the same purposes as the Purchase Price Adjustment Escrow Fund and to satisfy any claims of a Parent Indemnitee the Buyer for indemnification pursuant to Section 12.02(a) or Section 12.02(b11.2(a) made from and after Closing but on or before the Expiration Cut-Off Date applicable to the representation, warranty or covenant to which such claim(s) relates, (b) to the extent that the amount payable by the Sellers pursuant to Section 2.3(c), if any, exceeds the amount of the then available Purchase Price Adjustment Escrow Fund, be used solely for the purposes set forth in Section 2.3(b) and Section 2.3(c) and (iic) terminate at 11:59 p.m. (Eastern time) on the Expiration date which is fifteen (15) months after the Closing Date (other than with respect to claims made on or before in subparagraph (a) above). Any amounts in the Expiration Date)Purchase Price Adjustment Escrow Fund not so used shall be distributed to the Sellers and the Optionholders in accordance with their respective Adjustment Amount Transaction Percentages. 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 Sellers based on such Seller’s Indemnity Escrow Allocation Percentage as set forth opposite such Sellers name on Annex D. The Purchase Price Adjustment Escrow Fund and 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 each be held and disbursed solely for the respective purposes and in accordance with the 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of 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 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 the Code, a portion of 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 parties hereto shall report consistently with such treatment, as applicable.

Escrow Funds. The Purchase Price Adjustment Escrow Fund (A) As soon as reasonably practicable after the Closing, but in no event later than one Business Day following Closing, Purchaser shall, or shall be used solely for cause the purposes set forth in Section 2.14(c)(i) or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with the Purchase Price Adjustment Escrow FundPayment Agent to, the “Escrow Funds”) shall transfer, by wire transfer of immediately available funds (i) be used solely for the same purposes Indemnity Escrow Amount to the Escrow Agent to hold in trust as an escrow fund (the Purchase Price Adjustment “Indemnity 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 Fund”); and (ii) terminate at 11:59 p.m. the Working Capital Escrow Amount to the Escrow Agent to hold in trust as an escrow fund (Eastern time) on the Expiration Date (other than “Working Capital Escrow Fund”), under the terms of this Agreement and the Escrow Agreements. Upon deposit of the Escrow Amounts 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 Agent in accordance with the Escrow Agreement) preceding sentence, Purchaser shall be distributed deemed to have contributed on behalf of each Participating Sellers and the Company Indemnitors its, his or her Pro Rata Portion of the Escrow Amounts (as applicable) 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 Working Capital Escrow Fund and/ 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 accordance with the terms hereof and the Escrow AgreementFund. The parties hereto agree that, for Tax reporting purposespurposes only, Parent shall be deemed to be Purchaser is the owner of the Escrow Funds, as reduced from time to time by cash in the amount of monies distributed from such Working Capital Escrow Fund in accordance with this Agreement and the Indemnity Escrow Agreement, Fund and that all interest on or other taxable income, if any, earned from the investment of such cash in the Working Capital Escrow Amount Fund and Indemnity Escrow Fund pursuant to this Agreement shall be treated for Tax purposes as earned by Parent until the Escrow Amount is distributed in accordance with this Agreement and the Escrow AgreementPurchaser. The parties hereto further agree that, for U.S. federal income Tax purposesFurthermore, the payments received by parties acknowledge and agree that (i) the Members from portion of the Working Capital Escrow Funds are Fund payable in respect of Employee Company Options is intended to constitute installment payments from an be compensation or wages and subject to withholding and deductions as such (including, to the extent permitted by applicable Law, secondary class 1 (employer’s) National Insurance contributions and any equivalent Tax in any other jurisdiction), and (ii) the portion of the Working Capital Escrow Fund payable in respect of Company Capital Shares and Company Warrants is intended to be treated as deferred contingent purchase price eligible for installment sale described in treatment under Section 453 of the CodeCode and any corresponding provision of non-U.S. or U.S. state or local Tax Law, a as appropriate and if and to the extent any such portion of which the Working Capital Escrow Fund is actually distributed to applicable Company Indemnitors, interest may be treated imputed on such amount, as imputed interest under the Code, unless the Members make an election pursuant to required by Section 453(d) 483 or Section 1274 of the Code, and the parties hereto shall report consistently with such treatment, as applicable.

Escrow Funds. The Purchase Price Adjustment Trust shall deliver to the Escrow Fund Agent $90,000,000 by transfer of immediately available funds to an account designated in writing by the Escrow Agent to the Trust (the "Escrow Account"); provided, however, that, if prior to Closing Date (as defined in the Tax Matters Agreement), the Court has issued an order, which order shall be used solely 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 paid 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, creditors or possible claimants of the Trust with respect to its claims for the purposes indemnification for Taxes set forth in Section 2.14(c)(i) the Tax Matters Agreement (the "Indemnification Priority"), the Trust shall only transfer to the Escrow Agent for deposit into the Escrow Account $30,000,000 (or 2.14(c)(ii$40,000,000 if the Escrow Funds Priority has been ordered but the Indemnification Priority has not been ordered). The Indemnity Company agrees that if the Escrow Fund (collectively with Funds Priority is granted by the Purchase Price Adjustment Escrow FundCourt after the date hereof, the “Trust shall be entitled to withdraw an amount of funds from the Escrow Funds”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) shall 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 the greater of (i) the projected Taxes determined by the Trust in good faith to be used solely owed by the Trust 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 next succeeding four calendar quarters and (ii) terminate at 11:59 p.m. the Taxes paid by the Trust during any four consecutive calendar quarters within the immediately preceding eight calendar quarters (Eastern time) on such greater amount, the Expiration Date (other than with respect to claims made on or before the Expiration Date"Tax Amount"). Any The amounts deposited in the Indemnity Escrow Fund not so used (Account from time to time as contemplated above, together with all interest and other than amounts reserved subject income earned thereon, including, without limitation, any capital gains, is referred to pending claims made on or before herein as the Expiration Date and not then finally resolved in accordance with "Escrow Funds." The Escrow Funds shall be held by the Escrow Agreement) shall be distributed to the Member Representative Agent for the benefit of and distribution to the Members Trust as allocated at the direction of the Member Representative (provided 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 accordance with the terms hereof and the this 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of 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 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 the Code, a portion of 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 parties hereto shall report consistently with such treatment, as applicable.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall be used solely for Upon the purposes set forth in Section 2.14(c)(i) occurrence of an Event of Default, after a domestic or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with foreign court issues any judgment or order restricting or prohibiting payment by the Purchase Price Adjustment Escrow FundIssuing 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 this Agreement, the “Escrow Funds”Borrower will forthwith pay to (a) shall (i) be used solely the Agent for the same purposes as the Purchase Price Adjustment Escrow Fund and to satisfy any claims of deposit into 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 collateral account maintained for the benefit of the Lenders, the Issuing Lender or any Non-Extending Lender, as applicable, an amount equal to such Lender(s)' maximum potential liability under then outstanding Bankers' Acceptances and distribution Letters of Credit (the "Escrow Funds"). The Escrow Funds will be held by the Agent for set-off against future indebtedness owing by the Borrower to the Members Lenders, the Issuing Lender or any Non-Extending Lender, as allocated applicable, in respect of such Bankers' Acceptances or Letters of Credit, and pending such application will bear interest 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 rate payable 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 accordance with the 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 Agent from time to time by generally in respect of deposits for such amount, and for the amount period from the date of monies distributed from such Escrow Fund in accordance with this Agreement deposit to the earlier of the date of release thereof and the Escrow Maturity Date of the Bankers' Acceptances or the expiry of the Letters of Credit. If such Event of Default is either waived or cured in compliance with the terms of this Agreement, and that all interest on or other taxable incomethen the remaining Escrow Funds, if any, earned from together with any accrued interest to the investment date of release will be returned to the Borrower. The deposit of 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 Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposes, the payments received Funds by the Members from Borrower with the Agent as herein provided will not operate as a repayment of the Aggregate Principal Amount until such time as the Escrow Funds are intended actually paid to constitute installment payments from an installment sale described in Section 453 of the CodeLenders, a portion of 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 parties hereto shall report consistently with such treatmentIssuing Lender or any Non-Extending Lender, as applicable.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall be used solely To provide for the purposes set forth in Section 2.14(c)(itimely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Thousand and No/100 Dollars ($100,000.00) or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow Funds”) which shall (i) be used solely for the same purposes as withheld from the Purchase Price Adjustment Escrow Fund payable to Seller and to satisfy any claims shall be deposited for a period of a Parent Indemnitee for indemnification one (1) year after the Closing Date in an escrow account with the Title Company pursuant to Section 12.02(aan interest bearing escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller. The Escrow Funds shall be applied only to claims asserted within the prescribed one (1) year period and shall be limited to claims arising out of (x) any indemnification obligations of Seller hereunder, (y) any unpaid amounts owing to any third party including bills or Section 12.02(b) made from invoices for goods and after services incurred by Seller prior to Closing but on or before the Expiration Date and (iiy) 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 any post-closing adjustments in accordance with the Article XII, and for no other purpose or expense. Claims asserted after such date shall not give rise to any rights of Buyer to any Escrow Agreement) Funds not disbursed at such time. All accrued and unapplied interest shall be distributed to the Member Representative for the benefit sole property 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 accordance with the 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of 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 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 the Code, a portion of 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 parties hereto shall report consistently with such treatment, as applicableSeller.

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 (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow 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 Funds shall be held and disbursed solely for by the respective purposes and Paying Agent in accordance with the 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of 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 Escrow Agreement. The parties hereto further agree thatEscrow Funds shall be disbursed at the direction of the Parent and the Stockholders’ Representative in accordance with Section 3.3, for U.S. federal income Tax purposesthis Section 3.4 or Section 7.8. Promptly following such disbursement, the payments 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) pro rata in accordance with their respective Pro Rata Percentages as a portion of the Merger Consideration payable to the Company Holders; provided that the balance of the Escrow Funds shall 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 Members from Escrow Agent on or prior to the Escrow Funds are intended to constitute installment payments from an installment sale described Expiration Date in Section 453 accordance with the Escrow Agreement that remain pending and unresolved (or resolved but unpaid) as of the Code, Escrow Expiration Date) pro rata in accordance with their respective Pro Rata Percentages as a portion of which may be treated as imputed interest under the CodeMerger Consideration payable to the Company Holders. Notwithstanding anything to the contrary in this Agreement, unless the Members make an election Parent’s and Sub’s sole recourse for payment of any amounts due to Parent pursuant to Section 453(d) 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 CodeCompany, the Stockholders’ Representative or any of their respective Affiliates in respect of such amounts. The Parent shall pay, or cause to be paid, all fees and expenses payable to the parties hereto shall report consistently Paying Agent in connection with such treatment, as applicableits services pursuant to this Agreement.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall be used solely 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 this Agreement, the Borrower will forthwith pay to (a) the Agent for deposit into a collateral account maintained for the purposes set forth in Section 2.14(c)(i) benefit of the Lenders, the Issuing Lender or 2.14(c)(iiany Non-Extending Lender, as applicable, an amount equal to such Lender(s). The Indemnity Escrow Fund ' maximum potential liability under then outstanding Bankers' Acceptances and Letters of Credit (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow 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 Escrow Funds will be held by the Indemnity Escrow Fund not so used (other than amounts reserved subject to pending claims made on or before Agent for set-off against future indebtedness owing by the Expiration Date and not then finally resolved in accordance with the Escrow Agreement) shall be distributed Borrower to the Member Representative for Lenders, the benefit Issuing Lender or any Non-Extending Lender, as applicable, in respect of such Bankers' Acceptances or Letters of Credit, and distribution to the Members as allocated pending such application will bear interest 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 rate payable 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 accordance with the 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 Agent from time to time by generally in respect of deposits for such amount, and for the amount period from the date of monies distributed from such Escrow Fund in accordance with this Agreement deposit to the earlier of the date of release thereof and the Escrow Maturity Date of the Bankers' Acceptances or the expiry of the Letters of Credit. If such Event of Default is either waived or cured in compliance with the terms of this Agreement, and that all interest on or other taxable incomethen the remaining Escrow Funds, if any, earned from together with any accrued interest to the investment date of release will be returned to the Borrower. The deposit of 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 Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposes, the payments received Funds by the Members from Borrower with the Agent as herein provided will not operate as a repayment of the Aggregate Principal Amount until such time as the Escrow Funds are intended actually paid to constitute installment payments from an installment sale described in Section 453 of the CodeLenders, a portion of 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 parties hereto shall report consistently with such treatmentIssuing Lender or any Non-Extending Lender, as applicable.

Escrow Funds. Without limiting the effect of Paragraphs 7 and 8 hereof, after an Event of Default has occurred and for so long as such Event of Default remains uncured (or if more that three Events of Default have occurred during any consecutive twelve-month period, then for the twelve-month period following the last to occur of such Events of Default), at the written election of Mortgagee, Mortgagor shall pay to Mortgagee monthly at the time when the monthly Loan Payment is payable, an amount equal to 1/12th of the annual premium for such fire and extended coverage insurance, other hazard insurance and such annual real estate taxes, water rents, sewer rents, special assessments, and any other tax, assessment, claim, lien or encumbrance which may at any time be or become a lien upon the Premises prior to, or on a parity with, the lien of this Mortgage to enable Mortgagee to pay same at least thirty (30) days before they become due, and on demand from time to time shall pay to Mortgagee additional sums necessary to pay such premiums and other payments, all as estimated by Mortgagee, the amounts so paid to be security for such premiums and other payments and to be used in payment thereof. The Purchase Price Adjustment Escrow Fund amounts so paid shall be used solely deposited in a separate interest-bearing account with interest payable to Mortgagor. If, pursuant to any provision of the Loan Agreement, The whole amount of the Loan becomes immediately due and payable by acceleration or otherwise, Mortgagee shall have the right, at its election, to apply any amounts so held under this Paragraph 9 against all or any part of the indebtedness secured hereby or in payment of the premiums or payments for which the purposes set forth amounts were deposited. Mortgagor will furnish to Mortgagee tax and insurance bills in Section 2.14(c)(i) or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow Funds”) shall sufficient time to enable Mortgagee (i) be used solely for the same purposes as the Purchase Price Adjustment Escrow Fund to pay such Impositions before interest 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 penalties accrue thereon and (ii) terminate at 11:59 p.m. (Eastern time) on to pay the Expiration Date (other than with respect to claims made on or insurance premiums 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 accordance with the 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 and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment of 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 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 the Code, a portion of 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 parties hereto shall report consistently with such treatment, as applicablepolicies lapse.

Escrow Funds. The Purchase Price Adjustment Escrow Fund shall be used solely for In order to secure the purposes set forth performance and discharge of Xxxxxxxxx's obligations hereunder, Mortgagor shall, on demand, pay to Mortgagee, in Section 2.14(c)(i) or 2.14(c)(ii). The Indemnity Escrow Fund (collectively with the Purchase Price Adjustment Escrow Fund, the “Escrow 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 addition to the Member Representative for monthly installments of principal and interest under the benefit of and distribution to the Members as allocated at the direction terms of the Member Representative (in accordance with Annex D) on Note and concurrently therewith, monthly until the next Business Day after the Expiration Date or said Note is paid, such amounts 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 accordance with the 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 Mortgagee from time to time estimates as necessary to create and maintain a reserve escrow fund from which to pay before the same become due: (a) all taxes, assessments, liens and charges on or against the Mortgaged Property; and (b) all premiums for insurance policies which are required by this Mortgage. Upon demand by Mortgagee, Mortgagor shall deliver to Mortgagee such additional monies as are required to make up any deficiencies in the amounts necessary to enable Mortgagee to pay such taxes, assessments, liens, charges and premiums. Such deposits shall not be, nor be deemed to be, trust funds and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Mortgagee may apply to the reduction of the sums secured hereby, in such manner as Mortgagee shall determine in its sole discretion, any amount under this section remaining to Mortgagor's credit. Mortgagee shall have no liability for deficiencies in the deposit amount or for payment of monies distributed taxes, assessments, liens, charges and premiums arising from Mortgagor’s failure to timely or adequately fund the deposits. Payments from such Escrow Fund in accordance with this Agreement and the Escrow Agreement, and that all interest on or other taxable income, if any, earned from the investment reserve fund for said purposes may be made by Mortgagee at its discretion even though subsequent owners of the Escrow Amount property described herein may benefit thereby. Any excess funds accumulated hereunder remaining after payment of the items set forth in this section, shall be treated for Tax purposes as earned by Parent until credited to the Escrow Amount is distributed in accordance with this Agreement and the Escrow Agreement. The parties hereto further agree that, for U.S. federal income Tax purposes, the subsequent monthly payments received by the Members from the Escrow Funds are intended to constitute installment payments from an installment sale described in Section 453 of the Code, a portion of which may be treated as imputed interest under the Code, unless the Members make an election pursuant to Section 453(d) same nature required hereunder and any remaining balance existing at maturity of the Code, and Note shall be credited to the parties hereto shall report consistently with such treatment, as applicableprincipal secured hereby.