Common use of Holdback Amount Clause in Contracts

Holdback Amount. (a) The Holdback Amount shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject to the applicable terms of this Agreement, shall be available to satisfy any claims made by the Buyer Parties pursuant to Sections 12.2(b) and this Section 13.5. (b) Except as otherwise provided in Section 12.2, the Holdback Amount shall provide the sole and exclusive rights and remedies of the Buyer Parties with respect to the transactions contemplated by this Agreement, subject to the limitations set forth in this Section 13.5(b), and the Holdback Amount shall be a cap and limit on the Sellers' obligations under this Agreement relating to or arising under this Agreement, and the Sellers shall not be liable for any obligations relating to or arising under this Agreement in excess of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of the

Holdback Amount. (a) The Each Seller hereby acknowledges and agrees that the Holdback Amount shall be withheld by the Buyer from the Estimated Purchase Price (as provided herein) and, subject to the applicable terms of this Agreement, shall be available to satisfy any claims made by the Buyer Parties pursuant to Sections 12.2(b) and this Section 13.5. (b) Except as otherwise provided in Section 12.2, the Holdback Amount shall provide the sole and exclusive rights and remedies of the Buyer Parties with respect to the transactions contemplated by this Agreement, subject to the limitations set forth in this Section 13.5(b), the Estimated Closing Date Statement and the Holdback Amount shall be a cap and limit on paid by Purchaser directly to an account maintained by the Sellers' obligations under this Agreement relating to ’ Representative (or arising under this Agreement, a financial institution selected by the Sellers’ Representative) as a fund for the fees and the Sellers shall not be liable for any obligations relating to or arising under this Agreement in excess of the Holdback Amount, expenses (including, without limitation, with respect to any misrepresentation, breach or default of or under any legal fees and expenses) of the representations, warranties, covenants and agreements contained Sellers’ Representative incurred in connection with this Agreement, with any balance of the Holdback Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata Share; provided, however, that nothing set forth herein in no event shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations portion of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from the Holdback Amount from time be returned to time the Sellers prior to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and twenty-four (24) months after the Closing. If the Holdback Amount shall be reduced by insufficient to satisfy the fees and expenses of the Sellers’ Representative, and if there are any amounts so collected. (d) Any Buyer Party remaining funds in the Indemnity Escrow Account to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account to the Sellers, then the Sellers’ Representative shall be entitled to control, contest and defend (through counsel reasonably acceptable recover any such expenses from the Indemnity Escrow Account to the Majority extent of such funds prior to the distribution of funds to the Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and The Sellers’ Representative shall be entitled to reimbursement recover any remaining expenses directly from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of the

Holdback Amount. (a) The Holdback Amount shall be withheld held by the Buyer Seller Representative as a fund from the Purchase Price which Seller Representative shall, in its sole discretion, (as provided hereina) andreimburse itself for or pay directly any out-of-pocket fees, subject to the applicable terms of this Agreement, shall be available to satisfy any claims made by the Buyer Parties pursuant to Sections 12.2(b) expenses or costs it incurs in performing its duties and this Section 13.5. (b) Except as otherwise provided in Section 12.2, the Holdback Amount shall provide the sole and exclusive rights and remedies of the Buyer Parties with respect to the transactions contemplated by this Agreement, subject to the limitations set forth in this Section 13.5(b), and the Holdback Amount shall be a cap and limit on the Sellers' obligations under this Agreement relating and the Ancillary Documents, including out-of-pocket fees and expenses incurred pursuant to the procedures and provisions set forth herein and legal and consultant fees, expenses and costs for reviewing, analyzing and defending any claim or process arising under or pursuant to this AgreementAgreement or any Ancillary Document (and not, for the avoidance of doubt, as compensation for the performance of its duties and obligations under this Agreement and the Sellers Ancillary Documents) or (b) satisfy any other obligation or liability of any Security Holder under this Agreement or any Ancillary Document as set forth herein (provided that, for the avoidance of doubt, Seller Representative shall be entitled to do so in its sole discretion and shall have no obligation to satisfy any other obligation or liability of any Security Holder in priority to the items in clause (a) above or at all). Each Security Holder acknowledges that Seller Representative will not be liable for any obligations relating to or arising under this Agreement in excess loss of principal of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject Amount except to the applicable terms, conditions and limitations extent finally determined by a court of this Section 13.5, the Buyer Parties shall be entitled competent jurisdiction (not subject to collect amounts from the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expensefurther appeal) to comment have resulted directly and exclusively from Seller Representative’s fraud or willful misconduct. At such time as Seller Representative deems appropriate in advanceits sole discretion, if practicableSeller Representative shall pay to each Security Holder his, on such documents and on any submissions the Buyer intends to deliver her or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any its Pro Rata Share of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of the

Holdback Amount. (a) The Holdback Amount shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject Subject to the applicable terms of this Agreement, Purchaser shall pay to Seller the Holdback Amount for each Participation Certificate that Purchaser elects to purchase hereunder. The Holdback Amount with respect to a Participation Certificate shall be available paid by Purchaser to satisfy any claims made by the Buyer Parties pursuant to Sections 12.2(bSeller as provided in Section 4(b) and this Section 13.5below. (b) Except as otherwise provided Subject to Section 5(b) and the Purchaser’s right of set-off set forth in Section 12.214, the Holdback Amount relating to each Participation Certificate shall be paid by Purchaser to Seller not later than the Settlement Date of the related Security; provided, that on the date of any such payment to the Seller, the Holdback Amount shall provide be (i) reduced by the sole and exclusive rights and remedies of amount, if positive, equal to (x) the Buyer Parties Purchase Price Adjustment Amount minus (y) the Present Value Adjustment Amount with respect to such Participation Certificate or (ii) increased by the transactions contemplated by this Agreementamount, subject if positive, equal to (x) the Present Value Adjustment Amount minus (y) the Purchase Price Adjustment Amount with respect to such Participation Certificate. Notwithstanding any provision hereof to the limitations set forth in this Section 13.5(b)contrary, and the no Holdback Amount shall be a cap and limit on owed by Purchaser to Seller upon issuance of any Security in the Sellers' obligations under this Agreement relating to circumstances contemplated in Section 6(g) or arising under this Agreement, and if the Sellers related Security shall not be liable issued as a result of a Security Issuance Failure. No exercise by Purchaser of its rights under this Section 4(b) shall relieve Seller of responsibility or liability for any obligations relating to or arising under this Agreement in excess breach of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid Upon exercise by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys Purchaser of its or their own choosing. In the event that the Buyer Party elects not remedies under Section 6(g), Purchaser’s obligation to control, contest pay and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its Seller’s right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or receive any portion of the then-remaining Environmental Reserved Holdback Amount for relating to such Mortgage Loans shall automatically be canceled and become null and void; provided, that such cancellation shall in no way relieve Seller or otherwise affect the obligation of Seller to indemnify and hold Purchaser harmless as specified in Section 15. At no time shall Seller have any particular Environmental Site exceeds beneficial interest in the amount required to be reserved on the books and records of the Company in accordance with GAAP servicing rights with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing Related Mortgage Loans while the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site)related Participation Certificate is outstanding. (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of the

Holdback Amount. At the Effective Time, Parent shall cause to be delivered to the Equity Holders’ Representative an amount in cash equal to the Holdback Amount. The distribution of the Holdback Amount to the Equity Holders’ Representative shall be governed by the terms hereof and the terms of an agreement to be entered into by and among the Equity Holders’ Representative and the Equity Holders party thereto, such agreement to be substantially in the form attached hereto as Exhibit C (a) the “Equity Holders Agreement”). The Holdback Amount shall be withheld held in escrow by the Buyer from the Purchase Price (as provided herein) and, subject to the applicable terms of this Agreement, Equity Holders’ Representative and shall be available to satisfy any claims made by pay the Buyer Parties pursuant to Sections 12.2(b) fees and this Section 13.5. (b) Except as otherwise provided expenses of the Equity Holders’ Representative in Section 12.2, connection with the consummation of the Closing and the obligations of the Equity Holders’ Representative hereunder and under the Escrow Agreement. Any portion of the Holdback Amount not used to pay such fees and expenses shall provide be distributed to the sole and exclusive rights and remedies Equity Holders in accordance with the terms of the Buyer Parties Equity Holders Agreement; it being understood and agreed that Parent’s sole obligation to the Equity Holders with respect to the transactions contemplated by this Agreement, subject to the limitations set forth in this Section 13.5(b), and the Holdback Amount shall be a cap and limit on the Sellers' obligations under this Agreement relating Parent’s obligation to or arising under this Agreement, and the Sellers shall not be liable for any obligations relating to or arising under this Agreement in excess of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from pay the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim Equity Holders’ Representative in accordance with this Section 13.53.9 at the Closing, each of the Principal Sellers shall be entitledand following such payment, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller Parent shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing no further obligation with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver payment or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount delivery of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h)Equity Holders. (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of the

Holdback Amount. (a) The Holdback Amount Parent shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject to the applicable terms of this Agreement, shall be available to satisfy any claims made by the Buyer Parties pursuant to Sections 12.2(b) and this Section 13.5. (b) Except as otherwise provided in Section 12.2, the Holdback Amount shall provide the sole and exclusive rights and remedies of the Buyer Parties with respect to the transactions contemplated by this Agreement, subject to the limitations set forth in this Section 13.5(b), and the Holdback Amount shall be a cap and limit on the Sellers' obligations under this Agreement relating to or arising under this Agreement, and the Sellers shall not be liable for any obligations relating to or arising under this Agreement in excess of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from withhold the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable payable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim Note Holders pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, Agreement and the Buyer shall reasonably cooperate with Note Holder Joinder Agreements at the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amountEffective Time. The Holdback Amount shall not be available delivered to the Buyer Parties for any Breach Damages unless Note Holders following the aggregate amount Closing and shall instead be held by Parent pursuant to the terms of all such Breach Damages exceeds One Million Dollars ($1,000,000)this Agreement. Subject to the conditions and limitation of Article IX, in which case the Buyer Parties Parent shall be entitled to collect retain and subtract from the Holdback Amount the entire amount of such Breach Damages any Losses for which the Note Holders are obligated to indemnify an Indemnified Party pursuant to Article IX. Distributions of any Holdback Amount shall be governed by the terms and conditions of this Agreement. No interest shall accrue on the Holdback Amount. The adoption of this Agreement and the approval of the Merger by the Company Stockholders and execution of a Note Holder Joinder Agreement by the Note Holders shall constitute approval of Parent’s retention of the Holdback Amount and of all the arrangements relating thereto, including, without limitation, the subtraction of the Holdback Amount at Closing and the appointment of the Stockholders’ Representative. The parties agree for Tax purposes that (up i) the rights of the Note Holders to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer Amount shall be performed at a reasonable costtreated as deferred contingent purchase price, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; if and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs such amounts are incurred due to any change related actually paid to the Environmental Site that the Company ownedNote Holders, operatedinterest may be imputed on such amounts, occupied as required by Section 483 or leased as 1274 of the Closing DateCode, or arising from and (iii) Parent shall be treated as the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out owner of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages all interest and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of the.

Holdback Amount. For any Loss for which the Seller Parties are obligated to indemnify the Buyer Indemnitees, the Buyer Indemnitees shall seek reimbursement for such Loss from the Holdback Amount first, and once the Holdback Amount is exhausted, then the Buyer Indemnitees may proceed to collect the unreimbursed amount of such Loss: (a) The Holdback Amount shall be withheld by in the Buyer from the Purchase Price (as provided herein) and, subject to the applicable terms case of this Agreement, shall be available to satisfy any claims made by the Buyer Parties indemnification claim pursuant to Sections 12.2(bSection 10.1(a) and this Section 13.5. or (b), from any offset against any Year 1 Earnout and/or Year 2 Earnout, or (b) Except as otherwise provided in the case of any indemnification claim pursuant to Section 12.210.1(a) or (b), the Holdback Amount shall provide the sole Seller Parties jointly and exclusive rights and remedies of the Buyer Parties with respect to the transactions contemplated by this Agreementseverally, subject to the limitations set forth in this Section 13.5(b)Agreement, which may be satisfied by payment (to be made within fifteen (15) days after the final determination of such Losses) of such amount of such Losses owed by the Seller Parties in immediately available funds to an account designated in writing by Buyer Indemnitees. The foregoing restrictions shall be in addition to, and not in limitation of, any further limitation of liability that might otherwise apply (whether by reason of a Buyer Indemnitee’s waiver, relinquishment or release of any applicable rights or otherwise). Buyer may not hold any portion of the Holdback Amount shall be a cap and limit on the Sellers' obligations under this Agreement relating to or arising under this Agreement, and the Sellers shall not be liable for any obligations relating to or arising under this Agreement in excess of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. more than twelve (c12) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending months after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the parties, and on the first annual anniversary of this Agreement Buyer and shall pay the Majority Sellers) of remaining Holdback Amount, less any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, Sellers. Once any pending claims are resolved in accordance with each Seller's Proportionate Interestthis Agreement, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of the.

Holdback Amount. On the Closing Date, the Purchaser shall withhold or be paid by Seller in accordance with Section 3.3: (a) the Purchase Price Holdback Amount for disbursement in accordance with the terms of this Agreement and which will be held for purposes of adjustment between the Estimated Purchase Price and the Final Purchase Price, and (b) the Indemnification Holdback Amount which will be held for purposes of making indemnification payments pursuant to Article X. Purchaser and Seller agree that the Holdback Amount is part of the consideration paid to Seller and the obligation to pay the Holdback Amount to Seller is absolute and unconditional, subject only to the terms and conditions of this Agreement. The remaining Indemnification Holdback Amount shall be withheld released to Seller within five Business Days following the third anniversary of the Closing by wire transfer of immediately available funds to such account or accounts of Seller as Seller specifies in writing to Purchaser in the Buyer from manner specified herein for the Purchase Price (as provided herein) anddelivery of notices; provided, subject that if Purchaser has submitted a notice for indemnification on or prior to the applicable terms third anniversary of this Agreementthe Closing and such indemnification claim is not finally determined until after the third anniversary of the Closing, shall be available to satisfy any claims made by then the Buyer Parties pursuant to Sections 12.2(b) and this Section 13.5. (b) Except as otherwise provided in Section 12.2, the Indemnification Holdback Amount shall provide the sole remain subject to indemnification claim and exclusive rights and remedies any remaining portion of the Buyer Parties with respect to the transactions contemplated by this Agreement, subject to the limitations set forth in this Section 13.5(b), and the Holdback Amount shall be a cap and limit on the Sellers' obligations under this Agreement relating to or arising under this Agreement, and the Sellers shall not be liable for any obligations relating to or arising under this Agreement in excess of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Indemnification Holdback Amount shall not be available released to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for Seller until after such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer indemnification claim shall have the right been finally determined and any indemnification payments to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediationPurchaser have been made. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of the

Holdback Amount. (a) 6.4.1 The Holdback Amount shall act as partial security for the benefit of Buyer (on behalf of itself, and its members, managers, officers, employees, agents, successors in interest and assigns and Affiliates) with respect to any Damages to which Buyer (or its members, managers, officers, employees, agents, successors in interest and assigns and Affiliates) may be withheld by the Buyer from the Purchase Price (as provided herein) and, subject entitled pursuant to the applicable terms indemnification obligations of Seller under this Agreement, Section 6. Buyer shall be available entitled to satisfy any claims made by the Buyer Parties pursuant to Sections 12.2(b) and this Section 13.5. (b) Except as otherwise provided in Section 12.2, set off against the Holdback Amount shall provide the sole any amount of Damages to which Buyer (or its members, managers, officers, employees, agents, successors in interest and exclusive rights assigns and remedies of the Buyer Parties with respect Affiliates) may be entitled pursuant to the transactions contemplated by indemnification obligations of Seller under this AgreementSection 6, subject to the limitations set forth in this Section 13.5(b)6.2. 6.4.2 [***] following the Closing Date, and Buyer shall, by wire transfer of immediately available funds to the bank account designated in writing by Seller, distribute to Seller an amount in cash equal to the Holdback Amount shall be a cap (if and limit on to the Sellers' obligations under this Agreement relating to or arising under this Agreement, and the Sellers shall not be liable for extent that any obligations relating to or arising under this Agreement in excess amount of the Holdback Amount remains after giving effect to Buyer’s right of set-off), minus the sum of (a) the amount of all disputed or pending Buyer indemnification claims, and (b) if Seller has failed to pay to Buyer any amount owed in accordance with Section 6.2 and such amount remains due and owing, all or any part of such owed amount which Buyer has determined to offset against the Holdback Amount, including, without limitation, with . With respect to any misrepresentation, breach or default amount of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from the Holdback Amount withheld by Buyer from time distribution to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense Seller on account of any Third-Party Claimdisputed or pending Buyer indemnification claims, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies pay to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless Seller the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved withheld Holdback Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect attributable to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing disputed or pending claim upon the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount final determination of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount claim in favor of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount)Seller. (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of the

Holdback Amount. On the Closing Date, Parent shall cause to be delivered $1,500,000 (athe “Holdback Amount”) to the Equity Holders’ Representative. The distribution of the Holdback Amount to the Equity Holders’ Representative shall be governed by the terms hereof and the terms of an agreement to be entered into by and among the Equity Holders’ Representative and the Equity Holders party thereto, such agreement to be in the form attached hereto as Exhibit D (the “Equity Holders Agreement”). The Holdback Amount shall be withheld held by the Buyer from the Purchase Price (as provided herein) and, subject to the applicable terms of this Agreement, Equity Holders’ Representative and shall be available to satisfy any claims made by pay (a) the Buyer Parties pursuant to Sections 12.2(b) fees, expenses and this Section 13.5. losses of the Equity Holders’ Representative in connection with the consummation of the Closing and the obligations of the Equity Holders’ Representative hereunder and under the Escrow Agreement and (b) Except as otherwise provided in Section 12.2the amount of any Indemnifiable Losses or other amounts for which the Indemnifying Equity Holders are liable under this Agreement, regardless of whether any other Equity Holder is liable therefor. Any portion of the Holdback Amount not used to pay such fees and expenses shall provide be distributed to the sole and exclusive rights and remedies Common Stockholders in accordance with the terms of the Buyer Parties Equity Holders Agreement; it being understood and agreed that Parent’s sole obligation with respect to the transactions contemplated by this Agreement, subject to the limitations set forth in this Section 13.5(b), and the Holdback Amount shall be a cap and limit on the Sellers' obligations under this Agreement relating Parent’s obligation to or arising under this Agreement, and the Sellers shall not be liable for any obligations relating to or arising under this Agreement in excess of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from pay the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup Equity Holders’ Representative in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from the Holdback Amount prior to such date and paid to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions of this Section 13.5) the Buyer's estimate of thethis

Holdback Amount. (a) The Holdback Amount shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject to the applicable terms of this Agreement, shall be available to satisfy any claims made by the Buyer Parties pursuant to Sections 12.2(b) and this Section 13.5. (b) Except as otherwise provided in Section 12.2, the Holdback Amount shall provide the sole and exclusive rights and remedies of the Buyer Parties with respect to the transactions contemplated by this Agreement, subject to the limitations set forth in this Section 13.5(b), and the Holdback Amount shall be a cap and limit on the Sellers' obligations under this Agreement relating to or arising under this Agreement, and the Sellers shall not be liable for any obligations relating to or arising under this Agreement in excess of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) As security for the sole relief provided is monetary damages that are paid in full Company Indemnification Obligations, at the Closing, Parent shall deposit into an interest-bearing escrow account from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the Merger Consideration an amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up cash equal to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h), then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amount, less (ii) the sum of (A) any amounts previously paid out of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach of the representations and warranties set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second six-month anniversary of the Closing Date and (yor, if such date is not a Business Day, the first Business Day thereafter) Environmental Damages(the "Holdback Due Date"), Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts released from Parent shall cause the Holdback Amount prior to such date and paid be released to the Sellers pursuant to Section 13.5(d) or 13.5(j) shall be paid by the Buyer Stockholder Representative for distribution to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (Stockholders in accordance with the terms and provisions hereof and an escrow agreement by and among Parent, the Stockholder Representative and an escrow agent to be selected by Parent (the "Escrow Agreement"); provided, however, that Parent may withhold from such delivery (i) any amounts applied in satisfaction of the Company Indemnification Obligations and (ii) any amounts then in dispute related to Company Indemnification Obligations (which amounts shall be promptly released to the Stockholder Representative upon resolution of any such dispute in favor of the Stockholders). (ii) Each Principal Stockholder shall be deemed to have contributed his, her or its Allocable Share of the Holdback Amount to provide a source of funding to the Indemnified Parties for any Company Indemnification Obligations. Nothing in this Section 13.51.6(b) shall be construed as limiting the Buyer's estimate liability of thethe Company and the Principal Stockholders to the Holdback Amount, nor shall payments from the Holdback Amount be considered as liquidated damages for any breach under this Agreement.

Holdback Amount. (a) The Holdback Amount shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject Subject to the applicable terms of this Agreementset-off rights described below, Buyer shall be available to satisfy any claims made by the Buyer Parties pursuant to Sections 12.2(b) and this Section 13.5. (b) Except as otherwise provided in Section 12.2, retain the Holdback Amount shall provide and pay to Sellers their respective Pro Rata Portions thereof on the sole and exclusive rights and remedies date that is 18 months after the Closing Date (provided that no claim for which any Buyer Indemnitee is entitled to indemnification under Article VIII of this Agreement is pending as of such date in which case the Buyer Parties with respect to the transactions contemplated by this Agreement, subject to the limitations set forth in this Section 13.5(b), and release of the Holdback Amount shall be a cap and limit on delayed until the Sellers' obligations under this Agreement relating to or arising under this Agreement, and the Sellers shall not be liable for any obligations relating to or arising under this Agreement in excess of the Holdback Amount, including, without limitation, with respect to any misrepresentation, breach or default of or under any of the representations, warranties, covenants and agreements contained in this Agreement; provided, however, that nothing set forth herein shall be deemed to limit any party's rights or remedies in the event that the other party has committed fraud. The Buyer shall be entitled to any and all interest or other income accruing or earned on the Holdback Amount. (c) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect amounts from the Holdback Amount from time to time to satisfy claims for any Company Liabilities sustained or required to be paid by any Buyer Party, and the Holdback Amount shall be reduced by any amounts so collected. (d) Any Buyer Party shall be entitled to control, contest and defend (through counsel reasonably acceptable to the Majority Sellers) any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a "Third-Party Claim") in respect of which such Buyer Party may seek to satisfy a claim pursuant to this Section 13.5; provided that the Buyer Party shall defend such Third-Party Claim in good faith. So long as the Buyer Party is conducting the defense of the Third-Party Claim in accordance with this Section 13.5, each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, such contest and defense and be represented by attorneys of its or their own choosing. In the event that the Buyer Party elects not to control, contest and defend such Third-Party Claim, the Majority Sellers may control, contest and defend such Third-Party Claim and shall be entitled to reimbursement from the Holdback Amount of their reasonable costs and expenses in connection therewith; provided, however, that the Buyer Party may assume within a reasonable period of time under the circumstances its right to control, contest and defend such Third-Party Claim upon providing written notice thereof to the Majority Sellers. If the Buyer Party assumes the defense of any Third-Party Claim, no compromise or settlement final resolution of such claims may be effected by the Buyer Party without the Majority Sellers' consent (which consent shall not be unreasonably withheld or delayed), unless such compromise or settlement does not involve any monetary damages to which the Holdback Amount is applied by the Buyer. If the Majority Sellers assume the defense of any Third-Party Claim, no compromise or settlement of such claims may be effected by the Majority Sellers without the Buyer's consent (which consent shall not be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of Law and no material adverse effect on any other claims that have theretofore been made against a Buyer Party and (ii) the sole relief provided is monetary damages that are paid in full from the Holdback Amount, and, in the case of a Third-Party Claim relating to Taxes, such resolution is not reasonably likely to adversely affect the Buyer Parties in any taxable period ending after the Closing Date. Notwithstanding anything to the contrary contained herein, in the event of any Third-Party Claim for which the Buyer Parties are entitled to the satisfaction or payment of any claim under this Section 13.5, the Buyer may choose to be fully responsible for such Third-Party Claim, in which case, no Seller shall have any right to control, contest or defend such Third-Party Claim. Each of the Principal Sellers shall be entitled, at its own cost and expense, to participate in, but not control, and be represented by attorneys, advisors and professionals of its or their own choosing with respect to any matter to which the Buyer Parties are making a claim that the Holdback Amount applies. In connection with any such claim, the Buyer shall promptly provide copies to the Principal Sellers of all material notices, pleadings, filings, correspondence and other submissions and reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals in connection with any such claim, and the Buyer shall reasonably cooperate with the Principal Sellers' in connection therewith, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries reasonably available to the Principal Sellers in connection with such claim. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or any matter before the Governmental Entity. (e) The Holdback Amount shall not be available to the Buyer Parties for any Environmental Damages for a particular Environmental Site, unless the amount of the Environmental Damages for such Environmental Site exceeds the Environmental Reserved Amount for such Environmental Site, and then only for the amount of Environmental Damages incurred above the Environmental Reserved Amount for such Environmental Site. To the extent that all or any portion of the then-remaining Environmental Reserved Amount for any particular Environmental Site exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Environmental Site (such excess hereinafter referred to as "Excess Environmental Reserves"), then, prior to utilizing the Holdback Amount for any other Environmental Site, the Buyer Parties shall first be required to apply the Excess Environmental Reserves in their entirety (in addition to any Environmental Reserved Amount for such other Environmental Site). (f) The Holdback Amount shall not be available to the Buyer Parties for any Litigation Damages for a particular Specified Proceeding, unless the amount of the Litigation Damages for such Specified Proceeding exceeds the Litigation Reserved Amount for such Specified Proceeding, and then only for the amount of Litigation Damages incurred above the Litigation Reserved Amount for such Specified Proceeding. To the extent that all or any portion of the then-remaining Litigation Reserved Amount for any particular Specified Proceeding exceeds the amount required to be reserved on the books and records of the Company in accordance with GAAP with respect to such Specified Proceeding (such excess hereinafter referred to as "Excess Litigation Reserves"), then, prior to utilizing the Holdback Amount for any other Specified Proceeding, the Buyer Parties shall first be required to apply the Excess Litigation Reserves in their entirety (in addition to any Litigation Reserved Amount for such other Specified Proceeding). (g) Subject to the applicable terms, conditions and limitations of this Section 13.5, the Buyer Parties shall be entitled to collect from the Holdback Amount with respect to 90% of the amount of Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, as the case may be, and the Buyer Parties shall be solely responsible for 10% of the amount of such Environmental Damages, Litigation Damages or (to the extent resulting from a Third-Party Claim) Breach Damages, with no right or remedy against the Sellers with respect to such 10% amount. The Holdback Amount shall not be available to the Buyer Parties for any Breach Damages unless the aggregate amount of all such Breach Damages exceeds One Million Dollars ($1,000,000), in which case the Buyer Parties shall be entitled to collect from the Holdback Amount the entire amount of such Breach Damages (up to the Holdback Amount). (h) With respect to Environmental Damages (subject to Section 13.5(g)): (i) Notwithstanding anything to the contrary set forth in this Section 13.5, the Buyer shall have the right to control the management of an investigation or Remediation of a release of Hazardous Materials at withhold and set-off against any Environmental Site; provided, however, that such activities by the Buyer shall be performed at a reasonable cost, in accordance with applicable Laws and consistent with good environmental consulting and engineering practices. The Buyer shall promptly provide copies to the Principal Sellers of all material notices, correspondence, draft reports, submissions, work plans, and final reports and shall give each of the Principal Sellers a reasonable opportunity (at such Principal Seller's own expense) to comment in advance, if practicable, on such documents and on any submissions the Buyer intends to deliver or submit to the appropriate Governmental Entity prior to said submission (it being understood that no Buyer Party shall be obligated hereby or otherwise to accept any such comments or to otherwise reflect any of them in any such documents or submissions). The Principal Sellers may, at their own expense, hire their own consultants, attorneys or other professionals to monitor the investigation and remediation, including any field work undertaken by the Buyer, and the Buyer shall reasonably cooperate with the Principal Sellers' monitoring, including (upon reasonable prior notice) making relevant employees of the Company and its Subsidiaries available in connection with, and shall promptly provide the Principal Sellers with the results of, all such field work. Notwithstanding the above, the Principal Sellers shall not unreasonably interfere with the Buyer's business or operations or the performance of any such investigation or remediation. (ii) With respect to cleanup costs (or other reasonably associated expenses), the Buyer Parties may only seek reimbursement from the Holdback Amount otherwise due to the extent that: (A) cleanup (or other reasonably associated activities) of the Hazardous Materials is required by a Governmental Entity under an applicable Environmental Law; (B) the Remediation Standards that must be met in order paid pursuant to satisfy the requirements of the applicable Environmental Law or Governmental Entity as of the date of any cleanup (or other reasonably associated activity) are those Remediation Standards that would be the least stringent Remediation Standards that would be applicable given the use of the Environmental Site as of the day before the Closing Date; and (C) such cleanup (or other reasonably associated activity) is conducted using cost effective methods for investigation, removal, remediation and/or containment consistent with applicable Environmental Law or the requirements of a Governmental Entity. To the extent that the cleanup costs incurred by the Buyer Parties in connection with a cleanup to which the Holdback Amount applies do not satisfy the conditions set forth in this Section 13.5(h)2.07, then the Buyer Parties shall be entitled to reimbursement from the Holdback Amount for only such amount of such cleanup costs that they would have incurred if they had conducted the cleanup in accordance with the conditions of this Section 13.5(h). (iii) Notwithstanding anything to the contrary herein, the Sellers and the Buyer agree that: (A) if the cost of cleanup or correcting a non-compliance with the Environmental Law for an Environmental Site is increased after the Closing Date due to an act or omission after the Closing by any Person other than the Sellers or their Affiliates (which shall not include the Company or its Subsidiaries) or any of their respective employees or representatives or any Governmental Entity, the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any such increase -66- in costs incurred; (B) the Buyer Parties shall not be entitled to reimbursement from the Holdback Amount for any capital improvements and repairs and modifications to capital improvements associated with any Environmental Site, other than to the extent required in connection with the cleanup of environmental conditions (or other reasonably associated activities) at an Environmental Site that existed on the Closing Date; and (C) the Buyer shall not be entitled to reimbursement from the Holdback Amount to the extent any costs are incurred due to any change related to the Environmental Site that the Company owned, operated, occupied or leased as of the Closing Date, or arising from the closure or sale of a facility or business, the construction of new structures or equipment, a modification to existing structures or equipment, the excavation or movement of soil, or a change in use of the facilities from manufacturing to any other use. (i) On the fourth anniversary of the Closing Date, an amount equal to (i) the Holdback Amountamount of any Losses incurred by any Buyer Indemnitees entitled to indemnification under Article VIII of this Agreement, less and (ii) any amount of shares of AgEagle Stock which Buyer is entitled to retain pursuant to Section 7.01. By way of clarification with respect to clause (ii) of the sum of (A) any amounts previously paid out preceding sentence, a portion of the Holdback Amount in respect of any Company Liabilities as provided in this Section 13.5; (B) an estimate (mutually agreed upon by the Buyer and the Majority Sellers) of any amounts (collectively, the "Holdback Reserve Amount") necessary equal to satisfy pending claims by any Buyer Party in respect of any (x) Company Liabilities (other than Environmental Damages, Litigation Damages and Breach Damages resulting from a breach 50% of the representations and warranties aggregate Key Employee Retention Amounts shall remain subject to the restrictions set forth in Section 5.16(g)(iii) ( "Section 5.16(g)(iii) Damages")) for which notice was received by the Principal Sellers on or prior to the second anniversary of the Closing Date 7.01 and (y) Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages for which notice was received by the Principal Sellers on or prior to the fourth anniversary of the Closing Date, and (C) the aggregate amounts shall not be released from the Holdback Amount prior to such date and paid to the Sellers pursuant to this Section 13.5(d) or 13.5(j) 2.07. The release of such Key Employee Retention Amounts shall be paid governed by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers, out terms of the then remaining Holdback Amount (if any), without any interest or other income accruing or earned thereon; provided, however, that promptly after the satisfaction or resolution of all pending claims for which notice was received by the Principal Sellers prior to, with respect to Company Liabilities (other than Environmental Damages and Litigation Damages and Section 5.16(g)(iii) Damages), the second anniversary of the Closing Date and, with respect to Environmental Damages, Litigation Damages and/or Section 5.16(g)(iii) Damages, the fourth anniversary of the Closing Date, the then remaining portion of the Holdback Reserve Amount (less the amount paid to satisfy such claims pursuant to this Section 13.5) shall be paid by the Buyer to the Sellers pro rata, in accordance with each Seller's Proportionate Interest, in accordance with written instructions from the Majority Sellers), without any interest or other income accruing or earned thereon. In the event that the Buyer and the Majority Sellers are unable to mutually agree upon the amount of the Holdback Reserve Amount, then, pending resolution of such dispute, the Buyer shall be entitled to continue to reserve and retain (in accordance with the terms and provisions 7.01 of this Section 13.5) the Buyer's estimate of theAgreement.