Common use of Release of Escrow Clause in Contracts

Release of Escrow. (a) Forthwith following the execution of this Agreement, the Purchaser shall deliver an Escrow Release (as defined in the Escrow Agreement) to the Escrow Agent (as defined in the Escrow Agreement) in order to cause to be distributed to each of the Sellers its pro rata share of the Escrow Distributions in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established by the Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) for the benefit of the Purchaser and its Affiliates that is substantially similar in substance to the release provided by the Sellers and JCF pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the Closing.

Release of Escrow. (ai) Forthwith following On the execution first anniversary of this Agreementthe Closing Date, the Sellers' Representative, and any officer of Purchaser on the other hand, shall deliver jointly execute a certificate jointly directing the Escrow Agent to disburse to the Sellers' Representative out of the available Escrow Funds, if any, the lesser of (A) the lesser of (i) $1,000,000 and (ii) the amount of the Escrow Fund less (B) that amount of the available Escrow Fund, if any, which in the reasonable judgment of Purchaser are necessary to satisfy any unsatisfied Escrow Claims on such date (such disbursement being referred to as the "First Anniversary Escrow Disbursement") provided, however, that if Xxxxx X. Xxxxxxx resigns as an Escrow Release employee of the Purchaser or any of its Affiliates or is fired for cause (as that term is defined in Xx. Xxxxxxx'x employment agreement) then the lesser of (i) $1,000,000 and (ii) the amount of the Escrow Agreement) Fund shall be released immediately from the Escrow and returned to Purchaser in which case the Escrow Contributing Sellers shall forfeit any rights with respect to the funds release to Purchaser. If Sellers' Representative dispute the retention of all or a portion of the amount retained from the First Anniversary Escrow Disbursement, or the release of funds to Purchaser as provided in the immediately preceding sentence, Purchaser and Sellers' Representative shall attempt in good faith within 30 days after the first anniversary of the Closing Date, as the case may be (the "First Resolution Period"), to agree upon the amount to be retained from the First Anniversary Escrow Disbursement. If Purchaser and Sellers' Representative should so agree, a memorandum shall be prepared and signed by the Sellers' Representative and Purchaser and delivered to the Escrow Agent (as defined in directing the Escrow Agreement) in order Agent to cause to be distributed to each of the Sellers its pro rata share of the disburse such Escrow Distributions Funds in accordance with such agreement and the terms of the Escrow Agreement. If Purchaser and Sellers' Representative cannot agree within the First Resolution Period, such pro rata share to the First Anniversary Escrow Disbursement shall be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held determined in the escrow account established by the Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I.accordance with Section 10.12. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) for On the benefit second anniversary of the Closing Date, the Sellers' Representative, and any officer of Purchaser and its Affiliates that is substantially similar in substance on the other hand, shall jointly execute a certificate jointly directing the Escrow Agent to the release provided by the Sellers and JCF pursuant disburse to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases Contributing Sellers one half of the difference between (a) the balance of the Escrow Released Parties fromFunds less (b) any Retained Escrow (defined below). In the event that there are any Escrow Claims which have been disputed by Sellers' Representative and which are unresolved on the second anniversary of the Closing Date, on subject to this Section 9.6 and against Section 10.12, Escrow Funds which in the reasonable judgment of Purchaser, are necessary to satisfy any such unsatisfied Escrow Claims shall remain in the Escrow until such Escrow Claims have been fully and finally resolved ("Retained Escrow"). If Sellers' Representative dispute the retention of all claimsor a portion of the Retained Escrow, demandsPurchaser and Sellers' Representative shall attempt in good faith within 30 days after the second anniversary of the Closing Date, payment as the case may be (the "Final Retention Resolution Period"), to agree upon the Retained Escrow. If Purchaser and Sellers' Representative should so agree, a memorandum shall be prepared and signed by the Sellers' Representative and Purchaser and delivered to the Escrow Agent directing the Escrow Agent to disburse such Escrow Funds one half to each of attorneysthe Escrow Contributing Sellers in accordance with such agreement and the terms of the Escrow Agreement. If Purchaser and Sellers' feesRepresentative cannot agree within the Final Retention Resolution Period, suitsthe Retained Escrow shall be determined in accordance with Section 10.12. (iii) At any time prior to the first anniversary of the Closing Date upon delivery to Purchaser of the documents referred to in clauses (A) and (B) below, actions, damages, causes one-half of action all funds (other than $1,000,000 plus those Escrow Funds which in the reasonable judgment of Purchaser are necessary to satisfy any unsatisfied Escrow Claims) shall be released to each of the Escrow Contributing Sellers. All funds remaining in the Escrow after the disbursement referred to in the immediately preceding sentence shall be governed by Section 9.6(c)(i): (1) A Sellers' Letter of Credit for a maximum draw up to the Escrow Amount which shall not expire prior to the second anniversary of the Closing Date; or charges whether presently known or unknown, and (2) a policy of every nature and extent whatsoever, Deal Protection Insurance providing insurance up to the Escrow Amount; and (B) Evidence satisfactory to Purchaser that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, Transaction Costs incurred in connection with (wsuch Sellers' Letter of Credit or the Deal Protection Insurance, as the case may be, have been paid. If Sellers' Representative does not agree with the amount withheld for unsatisfied Escrow Claims, such dispute shall be settled in a manner mutatis mutandis set for in Section 9.6(c)(ii) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them above with respect to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the ClosingRetained Escrow.

Release of Escrow. Subject to the provisions of Section 4.2, the ------------------- Escrow Agent shall release the Escrowed Payment from escrow as follows: (a) Forthwith Upon receipt by the Escrow Agent of (i) oral instructions from Xxxxx Grin and/or Xxxxxx Grin (each of whom is a director of Laurus) consenting to the release of the Escrowed Payment from escrow in accordance with the Disbursement Letter following the execution Escrow Agent's receipt of this Agreementthe Escrowed Payment, (ii) the Disbursement Letter signed by the Company, and (iii) the Escrowed Payment in immediately available funds, the Purchaser Escrowed Payment shall deliver an promptly be disbursed in accordance with the Disbursement Letter. The Disbursement Letter shall include, without limitation, Escrow Release Agent's authorization to retain from the Escrowed Payment Escrow Agent's fee for acting as Escrow Agent hereunder and the LCM Payment for delivery to Laurus Capital Management, LLC in accordance with the Disbursement Letter. (as defined in b) Upon receipt by the Escrow AgreementAgent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a "COURT ORDER") relating to the Escrowed Payment, the Escrow Agent shall remit the Escrowed Payment in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (as defined in the Escrow Agreement) in order to cause to which opinion shall be distributed to each of the Sellers its pro rata share of the Escrow Distributions in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established by the Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) for the benefit of the Purchaser and its Affiliates that is substantially similar in substance to the release provided by the Sellers and JCF pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant satisfactory to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them Agent) to the entities set forth on Schedule IV hereto as evidenced on effect that the ownership schedules to court issuing the limited liability company agreements, note purchase agreements Court Order is a court of competent jurisdiction and notes for those entities that the Court Order is final and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the Closingnon-appealable.

Release of Escrow. (a) Forthwith On the General Escrow Survival Date, any portion of the General Escrow Amount remaining following the execution of this Agreement, the Purchaser any payment to Parent and not otherwise subject to pending claims pursuant to with Section 2.7(f) or Section 9.2 shall deliver an Escrow Release (as defined in the Escrow Agreement) to be released by the Escrow Agent (as defined in and Parent and the Escrow AgreementStockholders’ Agent shall issue joint written instructions to release) in order to cause to be distributed to each of the Sellers its pro rata share of the Escrow Distributions in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established by the Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) Paying Agent for the benefit of the Purchaser Stockholders in accordance with their Escrow Pro Rata Share and its Affiliates that is substantially similar in substance to the release provided by Surviving Corporation for prompt payment to the Sellers Company Option Holders in accordance with their Escrow Pro Rata Share (such released General Escrow Amount, and JCF deductions pursuant to this Section 7.14(bAgreement, the “Released General Escrow Amount”). With respect to each Stockholder who shall have delivered to the Paying Agent, each the Company or the Surviving Corporation, as applicable, on or prior to such date, a completed Letter of Transmittal, the Escrow Agent shall pay to the Paying Agent for the benefit of such Stockholder the portion of the Released General Escrow Releasing Parties hereby releases Amount attributable to such Stockholder with respect to the Escrow Released Parties fromPro Rata Share of such Stockholder and the Paying Agent shall promptly pay such Stockholder such amount which shall be payable by wire transfer of immediately available funds to the account designated in such Stockholder’s Letter of Transmittal. With respect to each Stockholder who has not delivered a completed Letter of Transmittal to the Paying Agent, the Company or the Surviving Corporation, as applicable, on and against any and all claimsor prior to such date, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have hadAgent shall pay the portion of the Released General Escrow Amount attributable to such Stockholder, may now have, or may hereinafter have or acquire against with respect to the Escrow Pro Rata Share of such Stockholder, to the Paying Agent for the benefit of such Stockholder and the Paying Agent shall promptly pay such Stockholder in accordance with the Paying Agent Agreement. With respect to each Company Option Holder, the Escrow Agent shall pay the portion of the Released Parties resulting or arising fromGeneral Escrow Amount attributable to such Company Option Holder, related with respect to or sufferedthe Escrow Pro Rata Share of such Company Option Holder, directly or indirectly, in connection with to the Surviving Corporation for the benefit of such Company Option Holder and the Surviving Corporation shall promptly pay such Company Option Holder. (wb) On the transactions contemplated Special Escrow Survival Date any portion of the Special Escrow Amount remaining following any payment to Parent and not otherwise subject to pending claims pursuant to Section 9.2(a)(v) shall be released by the Escrow Agreement, Agent (xand Parent and the Stockholders’ Agent shall issue joint written instructions to release) in accordance with the payment Escrow Agreement to the Paying Agent for the benefit of the Stockholders in accordance with their Escrow Distributions or other Distributions made based upon the direct Pro Rata Share and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the Surviving Corporation for prompt payment to the Cerberus Entities Company Option Holders in accordance with their Escrow Pro Rata Share (such released Special Escrow Amount, and deductions pursuant to this Agreement, the “Released Special Escrow Amount”). With respect to each Stockholder who shall have delivered to the Paying Agent, the Company or the Surviving Corporation, as applicable, on or prior to such date, a completed Letter of their pro rata share Transmittal, the Escrow Agent shall pay to the Paying Agent for the benefit of such Stockholder the portion of the amounts escrowed pursuant Released Special Escrow Amount attributable to such Stockholder with respect to the Escrow Agreement or other payments Pro Rata Share of such Stockholder and distributions made based upon the direct and indirect capital contributions and loans made Paying Agent shall promptly pay such Stockholder such amount which shall be payable by them wire transfer of immediately available funds to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules account designated in such Stockholder’s Letter of Transmittal. With respect to each Stockholder who has not delivered a completed Letter of Transmittal to the limited liability company agreementsPaying Agent, note purchase agreements and notes for those entities and any future capital contributions the Company or loans made by the Cerberus Entities at Surviving Corporation, as applicable, on or prior to such date, the ClosingEscrow Agent shall pay the portion of the Released Special Escrow Amount attributable to such Stockholder, or (z) the payment with respect to the Purchaser or any Escrow Pro Rata Share of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them such Stockholder, to the entities set forth on Schedule V hereto as evidenced on Paying Agent for the ownership schedules benefit of such Stockholder and the Paying Agent shall promptly pay such Stockholder in accordance with the Paying Agent Agreement. With respect to each Company Option Holder, the Escrow Agent shall pay the portion of the Released Special Escrow Amount attributable to such Company Option Holder, with respect to the limited liability company agreementsEscrow Pro Rata Share of such Company Option Holder, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the ClosingSurviving Corporation for the benefit of such Company Option Holder and the Surviving Corporation shall promptly pay such Company Option Holder.

Release of Escrow. (a) Forthwith The Escrow Agreement shall specify that the Indemnification Escrow Funds (if any) shall be released to the Holders in accordance with such Holders’ relative Escrow Percentages on the first Business Day following the execution Survival Expiration Date; provided, - 62- however, that, if any Indemnification Claim shall have been properly asserted by any Acquiror Indemnified Party in accordance with this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Holders in accordance with such Holders’ relative Escrow Percentages shall be the amount of this Agreement, the Purchaser shall deliver an Indemnification Escrow Release (as defined in Funds then held by the Escrow AgreementAgent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in escrow following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Holders entitled to receive the Merger Consideration in accordance with such Holders’ relative Escrow Percentages promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case in which this Section 12.7(a) provides for the release of Indemnification Escrow Funds, each of Acquiror and the Holder Representative shall promptly submit joint written instructions to the Escrow Agent (as defined instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 12.7(a) and the Escrow Agreement) in order to cause to be distributed to each . For the avoidance of doubt, the Sellers its pro rata share of the Escrow Distributions in accordance with the terms of the Escrow AgreementSpecial Property Tax Matter shall be, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller hereby is, as of the date hereof, a Pending Claim. Unless the Special Property Tax Matter shall have been finally resolved, settled or compromised on or prior to the Survival Expiration Date, the amount of Indemnification Escrow Funds to remain in escrow following the Survival Expiration Date in respect of such Pending Claim shall be the lesser of (A) the Indemnification Escrow Funds and (B) $500,000, in each case, minus any amounts previously paid from the Indemnification Escrow Funds in respect of such Pending Claim. Notwithstanding, anything to the contrary in this Agreement or otherwise, in the event that the Special Property Tax Matter is finally resolved, compromised or settled prior to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all Closing and any amounts held payable in the escrow account established by the Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable respect thereof to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II County of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) for the benefit of the Purchaser and its Affiliates that is substantially similar in substance to the release provided by the Sellers and JCF pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or Tulare are paid prior to the Closing, then (x) the Indemnification Escrow Amount shall be reduced to an amount equal to $2,300,000 and (y) the Acquiror Indemnified Parties shall not be entitled to indemnification for any Damages in respect of the Special Property Tax Matter pursuant to Section 12.2(a)(iii) or Section 12.2(a)(v). (b) The Escrow Agreement shall specify that the Special Indemnification Escrow Funds (if any) shall be released to the Holders in accordance with such Holders’ relative Escrow Percentages on the first Business Day following the later of (i) if applicable, the date a final order and judgment in the Action described in clause (A) of Schedule 1.1(c)(ii) is no longer subject to further appeal or review whether by affirmance or expiration of any possible appeal or review, writ of certiorari, by leave, lapse of time or otherwise; (ii) the deadline for eligible stockholders to demand appraisal for their shares of Common Stock under the DGCL provided that no eligible stockholders demand appraisal; (iii) if applicable, the deadline for eligible stockholders who have demanded appraisal regarding Dissenting Shares to file an appraisal petition provided that no eligible stockholders file an appraisal petition; or (ziv) if applicable, the date on which a final order and judgment in any appraisal action regarding Dissenting Shares under the DGCL is no longer subject to further appeal or review whether by affirmance or expiration of any possible appeal or review, writ of certiorari, by leave, lapse of time or otherwise (such latest date, the “Special Indemnification Escrow Release Date”); provided that, in the event that the action referenced in clause (i) of this Section 12.7(b) occurs prior to the Closing in compliance with Section 6.1, then, notwithstanding anything to the contrary herein, the Special Indemnification Escrow Amount shall be reduced for all purposes under this Agreement by eighty percent (80%); provided, further, that, in the event that both (x) the payment action referenced in clause (i) of this Section 12.7(b) occurs prior to the Purchaser or any Closing in compliance with Section 6.1 and (y) the event specified in clause (ii) of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or this Section 12.7(b) occurs prior to the Closing, then, notwithstanding anything to the contrary herein, the Special Indemnification Escrow Amount shall be reduced for all purposes under this Agreement by one-hundred percent (100%). In each case in which this Section 12.7(b) provides for the release of Special Indemnification Escrow Funds, each of Acquiror and the Holder Representative shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Special Indemnification Escrow Funds in accordance with this Section 12.7(b) and the Escrow Agreement.

Release of Escrow. The Escrow Agreement shall specify that the Indemnification Escrow Amount then remaining in escrow (aif any) Forthwith shall be released on the first (1st) Business Day following the execution of this Agreement, the Purchaser shall deliver an Escrow Release Survival Expiration Date (as defined in the Escrow Agreement1) to the Xxxxxxxx Escrow Agent (as defined Account in the Escrow Agreement) in order an amount equal to cause to be distributed to each 2% of the Sellers its pro rata share Indemnification Escrow Amount then remaining in escrow, and (2) the remainder of the Escrow Distributions in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement amount to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established by the Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) Equityholder Representative for the benefit of the Purchaser and its Affiliates Members; provided, however, that is substantially similar in substance to the release provided by the Sellers and JCF if any claim pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, Article VIII shall have been properly asserted by any Indemnified Party in accordance with this Agreement on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the ClosingSurvival Expiration Date and remain pending on the Survival Expiration Date (any such claim, or a “Pending Claim”), (zi) the amount of the remaining Indemnification Escrow Amount released to the Equityholder Representative (on behalf of and for further payment to the Purchaser or Members in accordance with their Indemnifiable Portion in accordance with the Consideration Spreadsheet) shall be the Indemnification Escrow Amount then remaining in escrow, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in escrow following the Survival Expiration Date in respect of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them any such Pending Claim shall be released to the entities set forth Equityholder Representative (on Schedule V hereto as evidenced on the ownership schedules behalf of and for further payment to the limited liability company agreementsMembers in accordance with their Indemnifiable Portion in accordance with the Consideration Spreadsheet) promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case in which this Section 8.5 provides for the release of the Indemnification Escrow Amount then remaining in escrow, note purchase agreements each of Buyer and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior Equityholder Representative shall promptly submit joint written instructions to the ClosingEscrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Amount then remaining in escrow in accordance with this Section 8.5 and the Escrow Agreement.

Release of Escrow. (a) Forthwith following Subject to the execution terms of this Agreement, the Purchaser shall deliver an Escrow Release (as defined in the Escrow Agreement, on the date that is nine (9) to months following the Closing Date (or, if such date is not a Business Day, then the first (1st) Business Day thereafter) (the “Interim Release Date”), the Escrow Agent (as defined in shall pay to the Escrow Agreement) in order to cause to be distributed to each Paying Agent on behalf of the Sellers its pro rata share holders of the Escrow Distributions Company Equity Securities (other than Dissenting Stockholders), in accordance with the terms of the Escrow Agreement, such pro rata share an aggregate amount in cash equal to the lesser of (i) fifty percent (50%) of the Escrow Amount minus amounts required to be computed based upon retained pursuant to the relative direct Escrow Agreement, including amounts required to be retained for any outstanding and indirect capital contributions and loans made by each Seller as unresolved claims brought pursuant to Article VIII hereof prior to the Interim Release Date, or (ii) fifty percent (50%) of the date of this Agreement to Escrow Amount (the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established by the “Interim Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I.Release Amount”). (b) Subject to the terms of the Escrow Agreement, on the date that is twelve (i12) months following the Closing Date (or, if such date is not a Business Day, then the first (1st) Business Day thereafter) (the “Escrow Release Date”), the Escrow Agent shall pay to the Paying Agent on behalf of the holders of Company Equity Securities (other than Dissenting Stockholders), in accordance with the terms of the Escrow Agreement, an aggregate amount in cash equal to remaining portion of the Escrow Amount, if any, other than amounts required to be retained pursuant to the Escrow Agreement, including amounts required to be retained for any outstanding and unresolved claims brought pursuant to Article VIII hereof prior to the Escrow Release Date (the “Escrow Release Amount”). (c) As and to the extent any claim described in clause (a)(i) or (b) above is resolved in favor of the Company Securityholders, Parent and the Stockholder Representative shall direct the Escrow Agent to deliver to the Paying Agent on behalf of the holders of Company Equity Securities (other than the Dissenting Stockholders) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) for the benefit related portion of the Purchaser and its Affiliates that is substantially similar remaining amounts in substance the Escrow Account as provided in the Escrow Agreement. (d) Within three (3) Business Days of receipt of any amount required to be delivered by the Escrow Agent to the release provided by Paying Agent, the Sellers Paying Agent will pay to each holder of Company Equity Securities (other than Dissenting Stockholders) who has surrendered before the Escrow Release Date his, her or its Certificates and JCF duly executed letter of transmittal (and to each holder of In-the-Money Options), such holder’s pro rata share (based on the amount such holder contributed to the Escrow Account pursuant to Section 2.7(d) through (k)) of the Interim Escrow Release Amount or Escrow Release Amount, as the case may be. If and to the extent there are holders of Company Equity Securities who have not yet surrendered their Certificates, the Paying Agent will cause such amounts to be distributed pursuant to Section 2.9. Notwithstanding the foregoing, in the event any payments pursuant to this Section 7.14(b)are deemed to be compensation income to the recipient thereof, each of Parent, the Escrow Releasing Parties hereby releases the Escrow Released Parties from, on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknownSurviving Corporation, and of every nature and extent whatsoever, the Stockholder Representative shall use their best efforts to ensure that such payments are properly processed through the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the ClosingSurviving Corporation’s payroll system.

Release of Escrow. The Escrow Agreement shall specify that the Indemnification Escrow Funds (aif any) Forthwith shall be released to the Pre-Closing Holders in accordance with such holders’ relative Escrow Percentages on the third Business Day following the execution Survival Expiration Date; provided, however, that if any claim pursuant to Article XII shall have been properly asserted by any Buyer Indemnified Party in accordance with this Agreement on or prior to the Survival Expiration Date and remain pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Pre-Closing Holders shall be the amount of this Agreement, the Purchaser shall deliver an Indemnification Escrow Release (as defined in Funds then held by the Escrow AgreementAgent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in escrow following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Pre-Closing Holders entitled to receive the Merger Consideration in accordance with such holders’ relative Escrow Percentages promptly upon resolution or (if applicable) satisfaction of such Pending Claim; provided further the distribution to the Pre-Closing Holders of the portion of the Indemnification Escrow Funds with respect to such Pending Claim will be reduced by such amounts as are necessary so that the Indemnification Escrow Funds, if any, remaining in escrow after such distribution will not be less than the aggregate amount of any then outstanding and unresolved Pending Claims. In each case in which this Section 12.8 provides for the release of Indemnification Escrow Funds, each of Buyer and the Holder Representative shall promptly submit joint written instructions to the Escrow Agent (as defined instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section 12.8 and the Escrow Agreement) in order to cause to be distributed to each of the Sellers its pro rata share of the Escrow Distributions in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established by the Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) for the benefit of the Purchaser and its Affiliates that is substantially similar in substance to the release provided by the Sellers and JCF pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the Closing.

Release of Escrow. (a) Forthwith following On the execution first anniversary of this Agreementthe Closing Date, the Purchaser Sellers on the one hand, and any officer of MTLM on the other hand, shall deliver an Escrow Release (as defined in the Escrow Agreement) to jointly execute a certificate directing the Escrow Agent (as defined in to disburse to the Escrow Agreement) in order to cause to be distributed to each of the Sellers its pro rata share of the Escrow Distributions Sellers, in accordance with the terms of the Escrow Agreement, such pro rata share Escrow Shares and Escrow Cash having a collective value equal to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as one half of the date of this Agreement to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established by Escrow Shares deposited with the Escrow Agreement will be released following Agent on the execution Closing Date less the sum of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying value of Escrow Shares and Escrow Cash that shall have been disbursed to satisfy any Losses of MTLM Indemnified Parties in accordance with its obligation under Section 7.14(a) and Article III, (ii) an Affiliate the value of Cerberus Capital Management, L.P. executing Escrow Shares previously disbursed to Sellers (other than pursuant to Section 3.4) which required a release cash payment to MTLM as a result of such disbursement and (or a document including a releaseiii) for the benefit value of the Purchaser Retained Escrow (defined below). On the second anniversary of the Closing Date, the Sellers on the one hand, and its Affiliates that is substantially similar in substance any officer of MTLM on the other hand, shall jointly execute a certificate jointly directing the Escrow Agent to disburse to the release provided Sellers the balance of the Escrow Shares and Escrow Cash less any Retained Escrow. In the event that there are any Escrow Claims which have been disputed by the Sellers and JCF pursuant which are unresolved on the first or second anniversary of the Closing Date, subject to this Section 7.14(b3.3 and Article XII, Escrow Shares and Escrow Cash which in the reasonable judgment of MTLM, are necessary to satisfy any such unsatisfied Escrow Claims shall remain in the Escrow until such Escrow Claims have been fully and finally resolved ("Retained Escrow"). If Sellers dispute the retention of all or a portion of the Retained Escrow, MTLM and Sellers shall attempt in good faith within 30 days after the first or second anniversary of the Closing Date, as the case may be (the "Retention Resolution Period"), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the Closing.agree

Release of Escrow. Within five (a5) Forthwith following Business Days of the execution first anniversary of this Agreementthe Closing Date (the “Release Date”), the Purchaser CHC shall deliver an Escrow Release (as defined in the Escrow Agreement) to direct the Escrow Agent (as defined in the Escrow Agreement) in order to cause to be distributed to each of the Sellers its pro rata share of the Escrow Distributions in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the release from escrow account established by the Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) for the benefit of the Purchaser and its Affiliates that is substantially similar in substance to the release provided by the Sellers and JCF pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them disburse to the entities set forth Indemnifying Parties all Escrow Shares deposited with the Escrow Agent, less (i) any Escrow Shares released on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the ClosingRelease Date under this ARTICLE X to reimburse any CHC Indemnitee for any Loss, or and less (zii) a reasonable reserve amount (to be determined jointly by CHC and the payment to the Purchaser or Shareholders’ Representative in good faith) in respect of any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth CHC Claims submitted on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the ClosingRelease Date in accordance with this ARTICLE X (provided, that if CHC and the Shareholders’ Representative cannot agree in good faith on a reasonable reserve amount, the amount in this clause (ii) shall equal the aggregate amount claimed by the CHC Indemnitees in all CHC Claim Notices delivered to the Shareholders’ Representative on or prior to the Release Date that CHC and the Shareholders’ Representative have not resolved as of the Release Date, which reserve amount shall not be greater than fifty percent (50%) of the remaining Escrow Shares). Within five (5) Business Days after the second anniversary of the Closing Date, if such claims of CHC Indemnitees have not been resolved, an amount of fifty percent (50%) of the remaining Escrow Shares, less any Escrow Shares released after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, shall be released. Within five (5) Business Days after the third anniversary of the Closing Date, the remaining Escrow Shares shall be released.

Release of Escrow. (a) Forthwith following the execution of this Agreement, the Purchaser The Escrow Funds shall deliver an Escrow Release (as defined in the Escrow Agreement) to be held and invested by the Escrow Agent (as defined in the Escrow Agreement) in order to cause to be distributed to each of the Sellers its pro rata share of the Escrow Distributions in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon which shall specify that the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts funds held in the escrow account established by account, if any, shall be released in the following manner: (a) On December 31, 2013, the Parent and Securityholders' Representative shall jointly instruct the Escrow Agreement will Agent to disburse to the Paying Agent an amount equal all funds remaining in the Escrow Funds in excess of (i) 5% of Base Consideration plus (ii) any amounts then subject to a Pending Claim (and thereafter, the amount of Escrow Funds remaining in the Escrow Account shall be released following considered the execution "Escrow Amount" for the purposes of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I.Agreement); and (b) Subject On the first Business Day following the Survival Expiration Date, the Parent and Securityholders' Representative shall jointly instruct the Escrow Agent to disburse to the Paying Agent the remaining Escrow Funds less any amounts then subject to a Pending Claim (i) the Purchaser complying with its obligation under Section 7.14(aeach such date identified in subjections (a) and (iib) of this Section 8.08 an Affiliate of Cerberus Capital Management, L.P. executing a release "Escrow Release Date"). (or a document including a releasec) for the benefit of the Purchaser and its Affiliates that is substantially similar in substance to the release provided If any Claim by the Sellers and JCF an Indemnified Party pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, Article VIII shall have been asserted on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the ClosingSurvival Expiration Date and remain pending on the applicable Escrow Release Date (any such Claim, a “Pending Claim”), any funds that remain in escrow following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Paying Agent in accordance with this Agreement upon resolution or (zif applicable) the payment satisfaction of such Pending Claim (but again subject to clauses (a) and (b) to the Purchaser or extent of any other unresolved Pending Claims). (d) Each of its subsidiaries or Affiliates of payments Parent and distributions made based upon the direct and indirect capital contributions and loans made by them Securityholders’ Representative shall from time to time submit joint written instructions to the entities set forth on Schedule V hereto as evidenced on Escrow Agent instructing the ownership schedules Escrow Agent to distribute the limited liability company agreements, note purchase agreements Escrow Funds in accordance with this Article VIII and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the ClosingEscrow Agreement.

Release of Escrow. (a) Forthwith following the execution of this Agreement, the Purchaser The Escrow Amount shall deliver an Escrow Release (as defined in the Escrow Agreement) to be held and invested by the Escrow Agent (as defined in the Escrow Agreement) in order to cause to be distributed to each of the Sellers its pro rata share of the Escrow Distributions in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I which shall specify that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established by the Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Escrow Funds in excess of [***] shall be released to the Seller on the fifth Business Day following the [***]; provided, however, that if any claim by an Indemnified Party pursuant to Section 7.14(aIX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Agreement on or prior to the Survival Expiration Date and remains pending on the Survival Expiration Date (any such claim, a “Pending Claim”), (a) the Escrow Funds released to the Seller on such date shall be the amount of Escrow Funds in excess of [***] then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Escrow Funds in excess of [***] following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Seller upon resolution or (if applicable) satisfaction of such Pending Claim and (ii) an Affiliate of Cerberus Capital Managementthe remaining Escrow Funds, L.P. executing a release (or a document including a release) for the benefit of the Purchaser and its Affiliates that is substantially similar other than any funds held in substance escrow related to any Pending Claims, shall be released to the release provided Seller on the fifth Business Day following [***]; provided, however, that if any claim by the Sellers and JCF an Indemnified Party pursuant to Section IX shall have been properly asserted by any Buyer Indemnified Party pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, Agreement on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closingsecond anniversary of the Closing Date and remains pending on such date, (a) the Escrow Funds released to the Seller on the fifth Business Day following [***] shall be the remaining Escrow Funds minus the aggregate amount of such claim and (b) any Escrow Funds following such date in respect of any such claim shall be released to the Seller upon resolution or (zif applicable) satisfaction of such claim. Each of Buyer and the payment Seller shall from time to time submit joint written instructions to the Purchaser or any of its subsidiaries or Affiliates of payments Escrow Agent instructing the Escrow Agent to distribute the Escrow Funds in accordance with this Section 9.9 and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the ClosingEscrow Agreement.

Release of Escrow. The Escrow Agent shall hold, release and deliver the Escrow Documents as follows: (a) Forthwith following If at any time, Pledgee shall give the execution Escrow Agent notice of this Agreementan Event of Default ("Default Notice") and does not receive an objection from Corporate Pledgor or Pledgor within three business days of the Escrow Agent giving Corporate Pledgor or Pledgor notice of its receipt of the Default Notice in the manner contemplated in Section 5(d), the Purchaser Escrow Agent shall deliver an Escrow Release (as defined in transmit the Escrow Documents then in it's possession to Pledgee with instructions to liquidate the Pledged Stock as provided for in Section 8 of the Pledge Agreement. (b) In the event either the Corporate Pledgor or the Pledgor raises an objection to the release of any of the Escrow Documents, the Escrow Agent shall release such of the Escrow Documents as are not in controversy and shall continue to hold the remaining Escrow Documents until it receives the joint written instructions of Corporate Pledgor, Pledgor and Pledgee. (c) Any party delivering written instructions or objections pursuant to Sections 5(a) or (b) above to the Escrow Agent shall, simultaneously therewith, deliver a copy of such instructions to all other parties at their respective addresses set forth in Section 10 below, with such copies to such persons as are specified therein. For purposes of Sections 5(a) or (as defined in b), written instructions or objections shall not be deemed to have been received by the Escrow AgreementAgent until such time as a copy thereof has been received by each party hereto other than the party delivering such instructions. In addition, the Escrow Agent shall deliver a copy of each such instructions and objections to the other parties. (d) in order to cause to be distributed to each of the Sellers its pro rata share The parties hereby agree that any of the Escrow Distributions in accordance with the terms of the Escrow AgreementDocuments as are undated or incomplete shall, such pro rata share to if necessary when and if released from escrow hereunder, be computed based upon the relative direct and indirect capital contributions and loans made by each Seller dated as of the date of this Agreement such release and delivery and/or completed by the Escrow Agent, and each of the parties hereto hereby appoints the Escrow Agent as its attorney-in-fact for the purpose of dating and completing such documents. (e) Upon receipt of written instructions from all of the Pledgor, the Corporate Pledgor and the Pledgee stating that the principal and interest on the Note have been paid in full, the Escrow Agent shall promptly transmit the Escrow Documents then in its possession to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in Corporate Pledgor and the escrow account established shall be terminated with no further action required by the Escrow Agreement will be released following the execution of this Agreement and the receipt of releases acceptable to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) for the benefit of the Purchaser and its Affiliates that is substantially similar in substance to the release provided by the Sellers and JCF pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the Closingparty hereto.

Release of Escrow. Subject to the provisions of Section 4.2, in connection with any Closing, the Escrow Agent shall release the Company Documents and Investment Amount relating to the Closing as follows: (a) Forthwith following Upon receipt by the execution Escrow Agent of this Agreementthe Company Documents and the Investment Amount from an Investor, the Purchaser shall deliver an Escrow Release Agent will simultaneously release the Company Documents to each such depositing Investor and release the Investment Amount to the Company except that (as defined i) the Finder's Fee will be delivered to the finder in proportion to the funds released from escrow; and (ii) the fee described in Section 1.8 above will be released to the Escrow Agreement) Agent. All funds will be delivered to the Company as per its instructions. All funds to be delivered to the Finder will be delivered by wire transfer as per instructions to be delivered by the Finder to the Escrow Agent in writing. The Escrow Agent is instructed to deduct actual bank wire transfer fees from funds to be delivered to each recipient. (as defined in b) In the event the Escrow Agreement) in order Agent does not receive any Company Documents or the Investment Amount prior to cause to be distributed to each of the Sellers its pro rata share of Closing, then the Escrow Distributions Agent will promptly return the Company Documents to the Company, and promptly return the Investment Amount to the Investor. (c) Upon receipt by the Escrow Agent of joint written instructions ("Joint Instructions") signed by the Company and the Investor, it shall deliver the Company Documents and the Investment Amount in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established Joint Instructions. (d) Upon receipt by the Escrow Agreement will be released following Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a "Court Order"), the execution of this Agreement Escrow Agent shall deliver the Company Documents and the receipt Investment Amount in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of releases acceptable counsel for the party presenting the Court Order to the Purchaser. Any Distributions Escrow Agent (which opinion shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller satisfactory to the entities set forth on Part II of Schedule I.Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable. (be) Subject The Escrow Agent is authorized to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Managementrely on any uncontradicted calculation, L.P. executing a release (notice or a document including a release) for the benefit of the Purchaser and its Affiliates that is substantially similar in substance to the release information provided by the Sellers and JCF pursuant Company or Investor or from any source when determining the amount of Common Shares to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, be released on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the Closinga Closing Date.

Release of Escrow. Subject to this Paragraph 3(b), on the eighteen (a18) Forthwith following month anniversary of the execution of this AgreementClosing Date (the "ESCROW RELEASE DATE"), the Purchaser Red Hat shall deliver an Escrow Release (as defined in the Escrow Agreement) to the Escrow Agent (as defined in the Escrow Agreement) in order to cause to be distributed release to each of the Sellers its pro rata share Shareholder his or her Pro Rata Share of the Escrow Distributions Shares, less the sum of (i) his or her Pro Rata Share of that number of Escrow Shares that shall have been used to satisfy any Claims, and (ii) his or her Pro Rata Share of any Retained Shares (defined below), together with a corresponding stock power. In the event that there are any Claims which are unresolved on the Escrow Release Date, Red Hat shall retain in the escrow account such number of Escrow Shares as, in the reasonable judgment of Red Hat and the Shareholder Representative, are necessary to satisfy any such unsatisfied Claim(s) until such Claim(s) has been fully and finally resolved (the "RETAINED SHARES"). Red Hat and the Shareholder Representative shall attempt in good faith within thirty (30) calendar days after the Escrow Release Date (the "RETENTION RESOLUTION PERIOD") to agree upon the number of Retained Shares necessary to satisfy any such unsatisfied Claims. If Red Hat and the Shareholder Representative should so agree, a memorandum setting forth such agreement shall be prepared and signed by Red Hat and the Shareholder Representative, and Red Hat shall distribute and/or retain such Escrow Shares in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I that generated such proceedsthereof. The Sellers acknowledge that all amounts held in the escrow account established by the Escrow Agreement will be released following the execution of this Agreement If Red Hat and the receipt Shareholder Representative cannot agree within the Retention Resolution Period, the number of releases acceptable to the Purchaser. Any Distributions Retained Shares shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) for the benefit of the Purchaser and its Affiliates that is substantially similar in substance to the release provided by the Sellers and JCF determined pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (wparagraph 3(c) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the Closingbelow.

Release of Escrow. Subject to the provisions of Section 4.2, the Escrow Agent shall release the Escrow Shares as follows: (a) Forthwith following Upon receipt by the execution Escrow Agent of an Escrow Demand from a Purchaser in the form annexed hereto as Exhibit A, together with supporting calculations, and attachments referred to in the Escrow Demand, the Escrow Agent will deliver copies of the Escrow Demand and attachments to Guarantor, and not sooner than two business days nor later than four business days thereafter, deliver or cause to be delivered to Purchasers the number of Escrow Shares required to be delivered pursuant to the Escrow Demand. Escrow Agent is authorized to deliver any share certificate representing the Escrow Shares, to Novelos transfer agent to be reissued in the names of the Purchasers the proportionate shares of the Purchasers and as necessary to satisfy an Escrow Demand. Upon receipt of the reissued Escrow Shares, the Escrow Agent will deliver the such reissued Escrow Shares to the Purchasers. (b) All deliveries to the Guarantor shall be made to the address set forth in Section 5.2. (c) All deliveries to the Purchaser shall be made to the address set forth in Section 5.2 of this Agreement, . (d) Purchasers may give Escrow Demands until they no longer own any Preferred Stock. Any Escrow Shares not required to satisfy Escrow Demands and still held by Escrow Agent after any Purchasers no longer holds any Preferred Stock will be expeditiously delivered to Guarantor. Escrow Shares not required for a Purchaser will be held proportionately for the other Purchasers until no Purchaser shall deliver an Escrow Release holds Preferred Stock. (as defined in the Escrow Agreemente) to Upon receipt by the Escrow Agent of joint written instructions (as defined in "Joint Instructions") signed by the Purchaser and the Guarantor, it shall deliver the Escrow Agreement) in order to cause to be distributed to each of the Sellers its pro rata share of the Escrow Distributions Shares in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established Joint Instructions. (f) Upon receipt by the Escrow Agreement will be released following Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a "Court Order"), the execution Escrow Agent shall deliver a notice of this Agreement and the receipt of releases acceptable thereof to the Purchaser. Any Distributions shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller to the entities set forth on Part II of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) for the benefit of the Purchaser and its Affiliates that is substantially similar in substance to the release provided by Guarantor (the Sellers "Notice of Receipt") and JCF pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases Shares in accordance with the Escrow Released Parties from, on and against any and all claims, demands, payment Court Order. Any Court Order shall be accompanied by an opinion of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that counsel for the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against party presenting the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant Court Order to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them Agent (which opinion shall be satisfactory to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules Escrow Agent) to the limited liability company agreements, note purchase agreements effect that the court issuing the Court Order has competent jurisdiction and notes for those entities that the Court Order is final and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the Closingnon-appealable.

Release of Escrow. Subject to the provisions of Section 4.2, the Escrow Agent shall release the Escrow Property as follows: (a) Forthwith following Commencing on the execution filing of this Agreementthe Pledgee’s annual report with the SEC for the period ended December 31, 2011 (the “December 31 10K”) but no later than March 30, 2012, the Purchaser shall Pledgee may deliver an Escrow Release (as defined in the Escrow Agreement) to the Escrow Agent and the Pledgors a written notice that during the period commencing January 1, 2011 and ending on December 31, 2011 (the “Measurement Period”), the Pledgee recorded not less than the Revenue Target, as reported in the Pledgee’s December 31 10K filed with the SEC together with a written certification from the auditors of Pledgee certifying that the Revenue Target has been met (the “Pledgee Release Notice”). Not sooner than five (5) business days after receipt of the Pledgee Release Notice, the Escrow Agent shall release the Escrow Property to the Pledgor and the Escrow Property shall remain subject to the terms of the Lockup Agreement dated November 24, 2010 (as defined such Lockup Agreement may have been amended from time to time) and the Lockup Agreement dated as of the date hereof. (b) The Pledgee may deliver to the Escrow Agent and the Pledgors a written notice on the sooner of (i) five days after the end of the Measurement Period, or (ii) after the Pledgee has filed the December 31 10K, that the Pledgee recorded less than the Revenue Target during the Measurement Period, as reported in its SEC Filings (the “Pledgors Release Notice”) . Not sooner than five (5) business days after receipt of the Pledgors Release Notice, the Escrow Agent shall release the Escrow Property pro-rata to the Subscribers in the exact proportion that the Revenue Target is less than was required, and shall release the remaining Escrow Agreement) in order Property to cause the Pledgors. For purposes of clarification and example, if the Pledgee records a Revenue Target for the Measurement Period of 10% less than the Revenue Target which is equal to be distributed to each of the Sellers its pro rata share $1,800,000, then shares representing 10% of the Escrow Distributions Property will be released pro-rata to the Subscribers in the proportion as their relative investments in the Offering, and shares representing 90% of the Escrow Property shall be released to the Pledgors. (c) If the Escrow Agent does not receive the Pledgee Release Notice or the Pledgors Release Notice by March 31, 2012, then the balance of the Escrow Property still held by Escrow Agent on such date will be released to Pledgors but shall remain subject to the Lockup Agreements entered into on November 24, 2010 and on the date hereof. (d) Notwithstanding the above, upon receipt by the Escrow Agent of joint written instructions (“Joint Instructions”) signed by the Pledgors and the Pledgee, the Escrow Agent shall deliver the Escrow Property in accordance with the terms of the Escrow Agreement, such pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made by each Seller as of the date of this Agreement Joint Instructions. (e) Anything herein to the entities set forth on Schedule I that generated such proceeds. The Sellers acknowledge that all amounts held in the escrow account established contrary notwithstanding, upon receipt by the Escrow Agreement will be released following Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a “Court Order”), the execution of this Agreement and Escrow Agent shall deliver the receipt of releases acceptable to Escrow Property in accordance with the PurchaserCourt Order. Any Distributions Court Order shall also be -13- distributed among the Sellers based on its pro rata share to be computed based upon the relative direct and indirect capital contributions and loans made accompanied by each Seller to the entities set forth on Part II an opinion of Schedule I. (b) Subject to (i) the Purchaser complying with its obligation under Section 7.14(a) and (ii) an Affiliate of Cerberus Capital Management, L.P. executing a release (or a document including a release) counsel for the benefit of party presenting the Purchaser and its Affiliates that is substantially similar in substance to the release provided by the Sellers and JCF pursuant to this Section 7.14(b), each of the Escrow Releasing Parties hereby releases the Escrow Released Parties from, on and against any and all claims, demands, payment of attorneys' fees, suits, actions, damages, causes of action or charges whether presently known or unknown, and of every nature and extent whatsoever, that the Escrow Releasing Parties have had, may now have, or may hereinafter have or acquire against the Escrow Released Parties resulting or arising from, related to or suffered, directly or indirectly, in connection with (w) the transactions contemplated by the Escrow Agreement, (x) the payment of the Escrow Distributions or other Distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth in Part II of Schedule I, (y) the payment to the Cerberus Entities of their pro rata share of the amounts escrowed pursuant Court Order to the Escrow Agreement or other payments and distributions made based upon the direct and indirect capital contributions and loans made by them Agent (which opinion shall be satisfactory to the entities set forth on Schedule IV hereto as evidenced on the ownership schedules Escrow Agent) to the limited liability company agreements, note purchase agreements effect that the court issuing the Court Order has competent jurisdiction and notes for those entities that the Court Order is final and any future capital contributions or loans made by the Cerberus Entities at or prior to the Closing, or (z) the payment to the Purchaser or any of its subsidiaries or Affiliates of payments and distributions made based upon the direct and indirect capital contributions and loans made by them to the entities set forth on Schedule V hereto as evidenced on the ownership schedules to the limited liability company agreements, note purchase agreements and notes for those entities and any future capital contributions or loans made by the Purchaser or any of its subsidiaries or Affiliates at or prior to the Closingnon-appealable.