Common use of Deferred Payments Clause in Contracts

Deferred Payments. Following the occurrence of one or more Adjustment Events, the District may defer an amount equal to an Annual Baseline Increase attributable to a given future Service Year or Services Years (i.e., an amount equal to a three percent (3%) increase to the Baseline Rate for the applicable Services Year(s)) by providing the City with written notice no less than sixty (60) days prior to the applicable Service Year (or the initial Service Year if the District is electing to defer an amount attributable to multiple Service Years). Any Adjustment Event may be used as a basis to defer an Annual Baseline Increase due for one or more entire future Service Year(s); provided that in no event over the Term may the District defer an Annual Baseline Increase(s) attributable to more than five (5) Service Years on a cumulative basis. Any amount deferred pursuant to this Section 3.e shall be referred to as a “Deferred Payment”. Any Deferred Payment(s) shall be repaid in the years following the deferral based upon the length of the deferral period. For example, if the District elects, at a given time, to defer the Annual Baseline Increase due for one (1) Service Year, the associated Deferred Payment must be repaid, in equal quarterly installments, during the Service Year following the Service Year to which the Deferred Payment applies and at the same time the District makes or would otherwise be obligated to make payments pursuant to Section 3.g below for such following Service Year; or if the District elects, at a given time, to defer the Annual Baseline Increases for three (3) Service Years, the associated Deferred Payment must be repaid, in equal quarterly installments, during the three (3) Service Years following the three (3) Service Years to which the Deferred Payment applies and at the same time the District makes or would be obligated to make payments pursuant to Section 3.g below. Subject to the limits set forth above, the District may elect to defer Annual Baseline Increases in accordance with the terms hereof on one or more occasions. No interest shall accrue and be payable with respect to any Deferred Payment. The District’s obligation to repay any Deferred Payment in accordance with the terms of this Section 3.e shall survive the expiration or earlier termination of this Agreement.

Deferred Payments. Following (a) At the occurrence Closing, Investor (i) shall execute and deliver to WRI a promissory note substantially in the form of one or more Adjustment EventsExhibit E hereto (the “Fixed Payment Note,” amounts payable in respect of which being referred to as the “Fixed Payment Obligation”) and (ii) shall assume the Contingent Payment Obligation substantially in the form of Exhibit F (collectively, the District may defer an amount equal to an Annual Baseline Increase attributable to a given future Service Year or Services Years (i.e., an amount equal to a three percent (3%) increase to Contingent Payment Obligation and the Baseline Rate for the applicable Services Year(s)) by providing the City with written notice no less than sixty (60) days prior to the applicable Service Year (or the initial Service Year if the District is electing to defer an amount attributable to multiple Service Years). Any Adjustment Event may be used as a basis to defer an Annual Baseline Increase due for one or more entire future Service Year(s); provided that in no event over the Term may the District defer an Annual Baseline Increase(s) attributable to more than five (5) Service Years on a cumulative basis. Any amount deferred pursuant to this Section 3.e Fixed Payment Note shall be referred to as a the “Deferred Payment”. Any Deferred Payment(s) Payment Notes,” the Contingent Payment Obligation and the Fixed Payment Obligation shall be repaid in referred to as the years following the deferral based upon the length of the deferral period. For example, if the District elects, at a given time, to defer the Annual Baseline Increase due for one (1) Service Year, the associated “Deferred Payment must be repaid, in equal quarterly installments, during the Service Year following the Service Year Obligations,” and payments made pursuant to which the Deferred Payment applies Obligations shall be referred to as the “Deferred Payments”). (b) Under the Fixed Payment Note, and subject to the terms thereof, Investor shall pay to WRI $2,000,000 each calendar quarter (prorated for each partial quarter), which amount shall be inclusive of accrued interest at a rate of 10% per annum on the same time unpaid balance of the District makes or would otherwise Fixed Payment Note; provided, however, that such amount shall be obligated to make payments increased by the amount of any Fixed Payment Note payment postponed from a prior calendar quarter pursuant to the terms of the Fixed Payment Note. Payments under the Fixed Payment Note will be payable in arrears commencing with a payment for the quarter ended December 31, 2008, until the earlier of (i) total principal payments of $27,215,982 having been made, and (ii) December 31, 2012 (the “Maturity Date”). On the Maturity Date, all remaining principal and accrued interest on the Fixed Payment Note shall become due and payable. The Fixed Payment Note may not be prepaid. (c) The Contingent Payment Obligation is based on the amount of Indian Coal Production Tax Credits (the “Indian Coal Production Tax Credits”), as determined under Section 3.g below 45(e) of the Internal Revenue Code of 1986, as amended (the “IRC” or “Code”), attributable to Absaloka’s production and sale of Indian coal, within the meaning of Section 45(e)(9) of the Code (“Indian Coal”) from the Sublease, that is allocated to Investor pursuant to the Restated Operating Agreement. Under the Contingent Payment Obligation, and subject to the terms thereof, Investor is required pay to WRI for such following Service Year; or if each calendar quarter an amount equal to the District elects, at a given time, excess of (i) 90% of the Indian Coal Production Tax Credits that have been allocated by Absaloka to defer Investor under the Annual Baseline Increases for three (3) Service Years, the associated Deferred Payment must be repaid, in equal quarterly installments, Restated Operating Agreement during the three immediately preceding calendar quarter over (3ii) Service Years following aggregate payments made to WRI or into the three Approval Escrow, as provided for in subsection (3d) Service Years below, as applicable, including interest, under the Fixed Payment Note in respect of such quarter. The amount of Indian Coal Production Tax Credits allocated to which Investor by Absaloka for each calendar quarter shall be set forth in the Quarterly Report provided for in Section 14.1. (d) Investor shall make the Deferred Payments to WRI by wire transfer of immediately available funds to an account designated in writing by WRI. Deferred Payments shall be made within ten (10) Business Days after receipt by Investor of an invoice (the “Invoice”) from WRI (a copy of which shall be delivered to Absaloka) delivered after the end of each calendar quarter, which Invoice shall include the Quarterly Report and indicate accrued amounts payable under each of the Deferred Payments, with payments under the Fixed Payment applies Note to be applied first to accrued and at unpaid interest and thereafter to outstanding principal; provided, however, that any Deferred Payments shall be paid into the same time Approval Escrow until the District makes satisfaction or would be obligated to make payments pursuant to Section 3.g below. Subject to waiver of the limits set forth above, the District may elect to defer Annual Baseline Increases Second Payment Conditions in accordance with the terms hereof on one procedures set forth in Section 6. Upon the satisfaction or more occasionswaiver of the Second Payment Conditions, all amounts held in the Approval Escrow, including any earnings therein, shall be paid to WRI. (e) The Deferred Payment Obligations shall be recourse obligations of Investor and shall be secured by a pledge by Investor to WRI of Investor’s entire Membership Interest in Absaloka pursuant to a Pledge Agreement substantially in the form of Exhibit G hereto (the “Investor Pledge”). No interest In addition, an affiliate of Investor that is the direct or indirect owner of 100% of the issued and outstanding membership interests of Investor (“Investor Parent”), shall accrue and be payable with respect obligated, pursuant to any a Guaranty substantially in the form of Exhibit H hereto (the “Investor Parent Guaranty”), to guaranty the payment by Investor of all Deferred PaymentPayments. The District’s obligation amount of the guaranty shall be limited to repay 90% of the Indian Coal Production Tax Credits allocated by Absaloka to Investor in respect of the period covered by the Invoice, subject to the aggregate limit set forth below (the “Guaranteed Amount”). The Guaranteed Amount in respect of any calendar quarter shall be reduced by the amount of any cash distributions made by Absaloka (including tax distributions) to Investor during such calendar quarter which are applied by Investor toward payment of the Deferred Payment Obligations, or paid to Absaloka in the event of a Cash Deficit, as provided for in subsection (f) below. The aggregate Guaranteed Amount is limited to the lesser of (i) $70,000,000 or (ii) 90% of the cumulative Indian Coal Production Tax Credits allocated by Absaloka to Investor reduced by the amount of all cash distributions made by Absaloka (including tax distributions) to Investor at any time which are or were applied by Investor toward payment of the Deferred Payment Obligations, or paid to Absaloka in the event of a Cash Deficit, as provided for in subsection (f) below. (f) If at any time after satisfaction or waiver of the Second Payment Conditions the Manager of Absaloka notifies Investor and WRI in writing that Absaloka is experiencing a Cash Deficit (as defined in the Restated Operating Agreement), Investor shall thereafter make the Deferred Payments directly to Absaloka until it is notified by the Manager of Absaloka in writing that Absaloka no longer is experiencing a Cash Deficit. WRI shall treat such payment to Absaloka as satisfying an equal amount of any accrued and unpaid Deferred Payment Obligations. Investor shall notify WRI of the amount and timing of such payments to Absaloka. Absaloka shall treat such payments as a loan from WRI to Absaloka, pursuant to the provisions of Section 4.6(c) of the Restated Operating Agreement, to be repaid out of first available funds of Absaloka. (g) The following shall constitute Termination Events, the occurrence of which will terminate the Deferred Payment Obligations in accordance with their terms, the Investor Pledge and the Investor Parent Guaranty: (i) the exercise by Investor or WRI of the right to require transfer of Investor’s Membership Interest in accordance with the terms provisions of this Section 3.e shall survive the expiration or earlier termination 6 of this Agreement; or (ii) a Breach Liquidation of Absaloka in accordance with the provisions of Section 7 of this Agreement or the terms of the Restated Operating Agreement. (h) The following shall constitute Credit Termination Events, the occurrence of which will terminate the Investor Pledge, the Investor Parent Guaranty, and the Contingent Payment Obligation, and cause the Fixed Payment Obligation to be suspended until Cash Payout or withdrawal by Investor occurs: (i) a Disqualification Event or a Disallowance Event, as provided under Section 12 of this Agreement; or (ii) the enactment of an amendment in or to the Code that eliminates the Indian Coal Production Tax Credits that are available to Absaloka from the production and sale of coal from the Sublease (“Change in Law”). (i) If Absaloka does not provide tax information to Investor by April 1 of any year, as required by Section 7.1(b)(v) of the Restated Operating Agreement, Investor shall be entitled to suspend the Deferred Payments until such tax information is received. Upon receipt of such tax information, Investor shall pay to WRI the full amount of any suspended Deferred Payments.

Deferred Payments. Following On each of the occurrence first anniversary and the second anniversary of one the Closing Date (each, a "Deferred Payment Date"), Buyer shall pay to Seller, as additional Purchase Price, an additional payment (each, a "Deferred Payment") equal to $3,250,000. Each such Deferred Payment shall be paid by issuing and delivering to Seller unregistered shares of common stock, par value $.001 per share (including any associated preferred stock purchase rights), of Buyer ("Deferred Payment Shares") equal to the number determined by dividing the amount of such Deferred Payment by the average per share closing price for shares of common stock of Buyer on the New York Stock Exchange for the ten trading day period ending on the fifth trading day prior to the Deferred Payment Date for such Deferred Payment (the "Average Closing Price"); provided that no later than five days prior to such Deferred Payment Date, either Buyer or more Adjustment EventsSeller may deliver to the other a written irrevocable election (a "Cash Election") to have a percentage (not to exceed 67%) of such Deferred Payment (the "Cash Percentage"), paid in cash in lieu of Deferred Payment Shares, in which case the District may defer Deferred Payment shall be paid by (a) delivering to Seller cash in an amount equal to an Annual Baseline Increase attributable to a given future Service Year or Services Years the Cash Percentage (i.e., an amount equal to a three percent (3%) increase to the Baseline Rate for the applicable Services Year(s)) by providing the City with written notice no less than sixty (60) days prior to the applicable Service Year (or the initial Service Year if the District is electing to defer an amount attributable to multiple Service Years). Any Adjustment Event may be used as a basis to defer an Annual Baseline Increase due for one or more entire future Service Year(s); provided that in no event over the Term may the District defer an Annual Baseline Increase(s) attributable to more than five (5) Service Years on if both Buyer and Seller deliver a cumulative basis. Any amount deferred pursuant to this Section 3.e shall be referred to as a “Deferred Payment”. Any Deferred Payment(s) shall be repaid in the years following the deferral based upon the length of the deferral period. For example, if the District elects, at a given time, to defer the Annual Baseline Increase due for one (1) Service Year, the associated Deferred Payment must be repaid, in equal quarterly installments, during the Service Year following the Service Year to which the Deferred Payment applies and at the same time the District makes or would otherwise be obligated to make payments pursuant to Section 3.g below for such following Service Year; or if the District elects, at a given time, to defer the Annual Baseline Increases for three (3) Service Years, the associated Deferred Payment must be repaid, in equal quarterly installments, during the three (3) Service Years following the three (3) Service Years to which the Deferred Payment applies and at the same time the District makes or would be obligated to make payments pursuant to Section 3.g below. Subject to the limits set forth above, the District may elect to defer Annual Baseline Increases in accordance with the terms hereof on one or more occasions. No interest shall accrue and be payable Cash Election with respect to any the same Deferred Payment. The District’s obligation to repay any , the Cash Percentage for such Deferred Payment shall be the higher of the percentages contained in accordance with such Cash Elections) of such Deferred Payment and (b) issuing and delivering to Seller a number of Deferred Payment Shares equal to the terms number determined by dividing the difference between the amount of this Section 3.e shall survive such Deferred Payment and the expiration or earlier termination amount of this Agreementthe cash payment described in clause (a) by the Average Closing Price.

Deferred Payments. Following Notwithstanding anything to the occurrence of one or more Adjustment Eventscontrary contained in this Agreement, the District may defer an amount equal Corporate Taxpayer shall have no obligation to an Annual Baseline Increase attributable to a given future Service Year or Services Years (i.e., an amount equal to a three percent (3%) increase make any Tax Benefit Payments to the Baseline Rate for extent arising out of the Additional Basis Recovery or the R&D Credit under this Agreement until the Payment Date applicable Services Year(s)) by providing the City with written notice no less than sixty (60) days prior to the applicable Service third Taxable Year after the Closing Date (or the initial Service Year if the District is electing to defer an amount attributable to multiple Service Years). Any Adjustment Event may be used as a basis to defer an Annual Baseline Increase due for one or more entire future Service Year(s); provided that but in no event including any Taxable Year beginning after December 31, 2022) (the “Deferral Period”). The amount of any Cumulative Net Realized Tax Benefit relating to any portion of the Deferral Period, together with any Interest Amount relating thereto as determined under Section 3.1(b), shall be paid to the Stockholder ratably over the Term may nine (9) Taxable Year period starting with the District defer an Annual Baseline Increase(s) attributable to more than five Fourth Tax Year (5) Service Years on a cumulative basis. Any amount deferred pursuant to this Section 3.e shall be referred to as any such payment, a “Deferred Payment”). Any Deferred Payment(sNotwithstanding anything to the contrary contained in this Agreement, the Corporate Taxpayer shall have no obligation to make any Tax Benefit Payments to the extent arising out of the Seller Expense Deductions under this Agreement until the Payment Date applicable to the Fourth Tax Year (the “First Seller Expense Deduction Payment Date” with all Taxable Years (or portions thereof) prior to the First Seller Expense Deduction Payment Date the “Seller Expense Deduction Deferral Period”). The Tax Benefit Payments attributable to the Seller Expense Deductions, together with any Interest Amount relating thereto as determined under Section 3.1(b), shall be repaid in paid to the years following the deferral based upon the length of the deferral period. For example, if the District elects, at a given time, to defer the Annual Baseline Increase due for one (1) Service Year, the associated Deferred Payment must be repaid, in equal quarterly installments, during the Service Year following the Service Year to which the Deferred Payment applies and at the same time the District makes or would otherwise be obligated to make payments pursuant to Section 3.g below for such following Service Year; or if the District elects, at a given time, to defer the Annual Baseline Increases for three (3) Service Years, the associated Deferred Payment must be repaid, in equal quarterly installments, during Stockholder ratably over the three (3) Service Years Taxable Year period following the end of the Seller Expense Deduction Deferral Period. Notwithstanding anything to the contrary contained in this Agreement, the Seller Expense Deductions shall be deemed to have created a Realized Tax Benefit during the Seller Expense Deduction Deferral Period, and Corporate Taxpayer shall make Tax Benefit payments attributable to the Seller Expense Deductions, together with any Interest Amount relating thereto as determined under Section 3.1(b), ratably over the three (3) Service Years to which Taxable Year period following the Deferred Payment applies and at end of the same time the District makes or would be obligated to make payments pursuant to Section 3.g below. Subject to the limits set forth above, the District may elect to defer Annual Baseline Increases in accordance with the terms hereof on one or more occasions. No interest shall accrue and be payable with respect to any Deferred Payment. The District’s obligation to repay any Deferred Payment in accordance with the terms of this Section 3.e shall survive the expiration or earlier termination of this AgreementSeller Expense Deduction Deferral Period.

Deferred Payments. Following the occurrence of one or more Adjustment Events, the District may defer an amount equal to an Annual Baseline Increase attributable to a given future Service Year or Services Years (i.e., an amount equal to a three percent (3%) increase to the Baseline Rate for the applicable Services Year(s)) by providing the City with written notice no less than sixty (60) days prior to the applicable Service Year (or the initial Service Year if the District is electing to defer an amount attributable to multiple Service Years). Any Adjustment Event may be used as a basis to defer an Annual Baseline Increase due for one or more entire future Service Year(s); provided that in no event over the Term may the District defer an Annual Baseline Increase(s) attributable to more than five (5) Service Years on a cumulative basis. Any amount deferred pursuant to this Section 3.e shall be referred to as a “Deferred Payment”. Any Deferred Payment(s) shall be repaid in the years following the deferral based upon the length of the deferral period. For example, if the District elects, at a given time, to defer the Annual Baseline Increase due for one (1) Service YearWithin 30 business days following each of the two year anniversary and four year anniversary of the Adjusted Closing Date, the associated Buyer shall cause to be prepared and delivered to the Sellers' Representative a statement setting forth the Buyer's calculation of the Average Return on Investment for the First Deferred Payment must Period or the Second Deferred Payment Period, as the case may be repaid(a "Deferred Payment Statement"). (2) A Deferred Payment Statement and the Buyer's calculation of the Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be, shall be conclusive and binding on the Buyer and the Sellers unless the Sellers' Representative shall notify the Buyer in equal quarterly installmentswriting (the "Dispute Notice") within 15 business days after receipt thereof of any objection to such Deferred Payment Statement and the Buyer's calculation of the Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, during as the Service Year case may be, specifying in reasonable detail the nature and amount of such objection. Upon receipt of each Deferred Payment Statement, the Sellers' Representative shall be afforded reasonable access to the books, records and work papers used to prepare such Deferred Payment Statement and the related Average Return on Investment. Any item or amount not specifically objected to in the Dispute Notice shall be binding and conclusive on the Buyer and the Sellers. The Buyer and the Sellers' Representative shall attempt to resolve any such dispute and agree in writing upon a final Deferred Payment Statement and a final Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be, which such final Deferred Payment Statement and final Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be, shall be conclusive and binding on the Buyer and the Sellers. If the Buyer and the Sellers' Representative cannot so agree within 20 days after the delivery by the Sellers' Representative to the Buyer of the Dispute Notice, then either the Buyer or the Sellers' Representative may submit such dispute to an independent accounting firm to be agreed upon by the Buyer and the Sellers' Representative (the "Independent Accountant"). The Independent Accountant shall, as promptly as practicable, review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to such specific items and amounts. The fees and expenses of the Independent Accountant shall be shared equally by the Buyer, on the one hand, and the Sellers, on the other hand, and the decision of the Independent Accountant with respect to such Deferred Payment Statement and the Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be, shall be final and binding on the Buyer and the Sellers. (3) Within five business days following the Service Year determination of a final Deferred Payment Statement and the final Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be, pursuant to which Section 1.4(2), the Buyer shall deliver to each Seller his or her Pro Rata Portion of any Deferred Payment earned during such Deferred Payment Period; provided, however, that, subject to Section 1.4, the Buyer shall have no obligation to deliver or otherwise pay to Sellers any Deferred Payment earned during any such Deferred Payment Period if the Average Return on Investment for such period is less than 15.75%. See Exhibit A attached hereto for example calculations of Deferred Payment amounts at varying Average Return on Investment levels. (4) Notwithstanding anything to the contrary in this Section 1.4: (a) If the Buyer does not deliver the Deferred Payment applies and at earned during the same time First Deferred Payment Period solely as a result of the District makes or would otherwise be obligated to make payments pursuant to Section 3.g below fact that the final Average Return on Investment for such following Service Year; or if the District electsperiod was less than 15.75%, at a given time, to defer the Annual Baseline Increases for three (3) Service Years, the associated Deferred Payment must be repaid, in equal quarterly installments, during the three (3) Service Years within 30 business days following the three (3) Service Years year anniversary of the Adjusted Closing Date, the Buyer shall cause to which be prepared and delivered to the Sellers' Representative a Deferred Payment Statement setting forth the Buyer's calculation of the Average Return on Investment for the Adjusted First Deferred Payment Period. The Deferred Payment Schedule and the Buyer's calculation of the Average Return on Investment for the Adjusted First Deferred Payment Period shall be subject to the dispute resolution provisions of Section 1.4(2). If the final Average Return on Investment for the Adjusted First Deferred Payment Period is not less than 15.75%, within five business days following the determination of the final Deferred Payment Statement and the final Average Return on Investment for the Adjusted First Deferred Payment Period, the Buyer shall deliver to each Seller his or her Pro Rata Portion of the Deferred Payment applies that would have been paid for the First Deferred Payment Period if the Average Return on Investment for such period had been 15.75% or greater. (b) If the Buyer does not deliver the Deferred Payment earned during the Second Deferred Payment Period solely as a result of the fact that the final Average Return on Investment for such period was less than 15.75%, within 30 business days following the five year anniversary of the Adjusted Closing Date, the Buyer shall cause to be prepared and at the same time the District makes or would be obligated to make payments pursuant to Section 3.g below. Subject delivered to the limits set Sellers' Representative a Deferred Payment Statement setting forth abovethe Buyer's calculation of the Average Return on Investment for the Adjusted Second Deferred Payment Period. The Deferred Payment Schedule and the Buyer's calculation of the Average Return on Investment for the Adjusted Second Deferred Payment Period shall be subject to the dispute resolution provisions of Section 1.4(2). If the final Average Return on Investment for the Adjusted Second Deferred Payment Period is not less than 15.75%, within five business days following the determination of the final Deferred Payment Statement and the final Average Return on Investment for the Adjusted Second Deferred Payment Period, the District Buyer shall deliver to each Seller his or her Pro Rata Portion of the Deferred Payment that would have been paid for the Second Deferred Payment Period if the Average Return on Investment for such period had been 15.75% or greater. (c) Until the end of the Second Deferred Payment Period (or, if applicable, the Adjusted Second Deferred Payment Period), the Buyer shall not cause the Company to acquire all or substantially all of the equity securities or assets of, or merge or consolidate with or into, any other entity unless such acquisition, merger or consolidation is mutually acceptable to both the Seller's Representative and the Buyer. (d) Seller acknowledges and agrees (i) that Buyer and its affiliates may elect to defer Annual Baseline Increases in accordance with acquire and control other investment advisors either before or after the terms hereof on one or more occasions. No interest shall accrue Closing and be payable with respect to (ii) that neither Buyer nor its affiliates is under any Deferred Payment. The District’s obligation to repay any Deferred Payment in accordance with provide new business opportunities (including, without limitation, acquisitions of investment advisory business, new accounts and potential new employees) to the terms of this Section 3.e shall survive Company either before or after the expiration or earlier termination of this AgreementClosing.

Deferred Payments. Following In the occurrence event of one or more Adjustment Events, the District may defer an amount equal to an Annual Baseline Increase attributable to a given future Service Year or Services Years (i.e., an amount equal to a three percent (3%) increase distribution to the Baseline Rate for the applicable Services Year(s)) by providing the City with written notice no less than sixty (60) days prior to the applicable Service Year (or the initial Service Year if the District is electing to defer an amount attributable to multiple Service Years). Any Adjustment Event may be used as a basis to defer an Annual Baseline Increase due for one or more entire future Service Year(s); provided that in no event over the Term may the District defer an Annual Baseline Increase(s) attributable to more than five (5) Service Years on a cumulative basis. Any amount deferred Equityholders pursuant to this Section 3.e shall be referred to as 1.4 (Purchase Price Adjustment), Section 1.5(f) (Representative Expense Fund) or Section 1.6 (Escrow) (each a “Deferred Payment”. Any Deferred Payment(s) shall be repaid in the years following the deferral based upon the length of the deferral period. For example, if the District elects, at a given time, to defer the Annual Baseline Increase due for one (1) Service Year), the associated Deferred Payment must be repaid, in equal quarterly installments, during Representative shall recalculate the Service Year following the Service Year amount that would have been distributed to which the Deferred Payment applies and at the same time the District makes or would otherwise be obligated to make payments each Equityholder pursuant to Section 3.g below for such following Service Year; or 1.2(a)-(f) if the District elects, at a given time, to defer the Annual Baseline Increases for three (3) Service Years, the associated amount of such Deferred Payment must (plus any prior Deferred Payments distributed) had been added to clause (i) of the definition of “Ordinary Share Amount” and distributed at Closing (the “Adjusted Total Payment”) and each Equityholder shall be repaid, in equal quarterly installments, during entitled to the three (3) Service Years following the three (3) Service Years to which the portion of such Deferred Payment applies and at equal to (i) such Equityholder’s Adjusted Total Payment, minus (ii) the same time the District makes or would be obligated amount previously paid to make payments such Equityholder pursuant to Section 3.g below1.2 as of the date of distribution of such Deferred Payment. Subject For each Deferred Payment, the Representative shall deliver to Buyer a payment schedule, in substantially the form of the Closing Payment Schedule, a form of which is attached hereto as Exhibit G (each a “Deferred Payment Schedule”), including the total amount of such Deferred Payment and the portion of Table of Contents such Deferred Payment to be paid to each Equityholder. Any such amounts shall be rounded to the limits set forth abovenearest whole cent. The Equityholders acknowledge that the Closing Payment Schedule (as defined below) includes the applicable formulas which will enable the Representative to calculate the distribution of any Deferred Payments to the Equityholders in accordance with this Section 1.2(h). Notwithstanding anything to the contrary herein, in the event that following the Closing, the District may elect Representative reasonably believes that there is a mistake in the formulas underlying the calculation of the distribution of any Deferred Payments, Representative will revise the calculations to defer Annual Baseline Increases enable the accurate distribution of the Deferred Payments to the Equityholders in accordance with the terms hereof herein. Parent and Buyer shall be entitled to rely entirely on one or more occasions. No interest shall accrue and be payable with respect to any Deferred Payment. The District’s obligation to repay any the applicable Deferred Payment Schedule in accordance connection with distributing a Deferred Payment and neither the Equityholders nor the Representative shall be entitled to make any claim in respect of the allocation of such amount made by the Buyer or the Paying Agent to the extent it was distributed in a manner consistent with the terms of this Section 3.e shall survive the expiration or earlier termination of this Agreementapplicable Deferred Payment Schedule.

Deferred Payments. Following 2.1 Provided the occurrence Company is not at the time Insolvent (within the meaning of Section 4.1), the Trustee shall from time to time, upon the written directives of the Plan Administrator, distribute from the Trust Fund one or more Adjustment EventsDeferred Payments due under the Plan to such individuals, in such amounts and at such times as may be specified in the directives. Each distribution so made shall be deducted from and charged against the Trust Account of the Participant to whom the Deferred Payment is distributed. 2.2 The Trustee shall be obligated to make the Deferred Payments out of the Trust Fund in accordance with the most recent payment schedule in effect for each Participant, provided the Company is not otherwise at the time Insolvent. Each such Deferred Payment shall be adjusted for additional investment earnings to which the Participant may become entitled under the Plan for the period prior to payment, and the amount of such Deferred Payment shall, upon distribution by the Trustee, be deducted from and charged against the Participant's Trust Account. 2.3 The Trustee shall incur no liability for making any distribution in accordance with directives received pursuant to the provisions of Section 3.1 or Section 3.2 and shall be under no duty to make inquiry as to whether any distribution effected in accordance with such directives is made pursuant to the provisions of the Plan. The Trustee shall not be liable for the proper application of any part of the Trust Fund to the extent distributions are made in accordance with Section 3.1 or Section 3.2, nor shall the Trustee be responsible for the adequacy of the Trust Fund to meet and discharge the obligations and liabilities of the Company under the Plan. 2.4 The Trustee shall be responsible for the collection of all federal and state income tax withholding requirements applicable to each distribution, provided the Plan Administrator furnishes the Trustee with information about each Participant that is necessary for calculating the amount of the withholding taxes. 2.5 The Trustee may make any distributions required to be made hereunder by mailing a check for the amount thereof to the person to whom such distribution is to be made at such address as may have last been furnished to the Trustee, or if no such address shall have been so furnished, to such person in care of the Company at its principal office. 2.6 Should the Trustee determine that the individual Trust Accounts maintained for one or more Participants do not at the time have a sufficient balance to make all the Deferred Payments then due and payable to such Participants, then the Trustee shall nevertheless make the Deferred Payments to one or more of such participants to the extent there are sufficient assets in each of their individual Trust Accounts and shall promptly notify the Plan Administrator of any existing deficiency. The Company shall correct the specified deficiency by making payments out of its general assets to each affected Participant. 2.7 Should it be determined, whether by final decision of a court of competent jurisdiction or by closing agreement under Code Section 7121 between the Internal Revenue Service and the Participant, that the Participant will, by reason of his or her interest in the Plan, recognize taxable income under the federal tax laws before the date the corresponding Deferred Payment or Payments would otherwise be made to such Participant pursuant to the Plan, the District may defer Plan Administrator shall thereupon provide written directives to the Trustee to distribute out of the Trust Account maintained for such Participant, as soon as administratively feasible, whichever of the following amounts the Plan Administrator in its sole discretion deems appropriate under the circumstances: (i) an amount equal to an Annual Baseline Increase attributable the federal, state and local income tax liability incurred by the Participant with respect to a given future Service Year or Services Years such taxable income, or (i.e., an amount equal to a three percent (3%ii) increase to the Baseline Rate for the applicable Services Year(s)) by providing the City with written notice no less than sixty (60) days prior to the applicable Service Year (or the initial Service Year if the District is electing to defer an amount attributable to multiple Service Years). Any Adjustment Event may be used as a basis to defer an Annual Baseline Increase due for one or more entire future Service Year(s); provided that Deferred Payments equal to the full amount of such taxable income. 2.8 Should the Company receive an opinion of counsel, in no event over form and substance satisfactory to the Term may Plan Administrator, that: (i) on the District defer an Annual Baseline Increase(sbasis of a published regulation, ruling or other general announcement of the Internal Revenue Service, the existence of the Trust Fund will result in the immediate recognition of taxable income by the individuals for whom the Trust Accounts are maintained hereunder, or (ii) attributable to more than five (5) Service Years on the basis of a cumulative basis. Any amount deferred pursuant to this Section 3.e shall be referred to published regulation or other general announcement or advisory opinion of the U.S. Department of Labor, the existence of the Trust Fund will result in the characterization of the Plan as a “Deferred Payment”. Any Deferred Payment(s) shall be repaid in the years following the deferral based upon the length funded employee pension plan under Title I of the deferral period. For exampleEmployee Retirement Income Security Act of 1974, if as amended ("ERISA"), then the District elects, at a given time, to defer Trust shall immediately terminate and the Annual Baseline Increase due for one (1) Service Year, the associated Deferred Payment must be repaid, in equal quarterly installments, during the Service Year following the Service Year to which the Deferred Payment applies and at the same time the District makes or would otherwise be obligated to make payments pursuant to Section 3.g below for such following Service Year; or if the District elects, at a given time, to defer the Annual Baseline Increases for three (3) Service Years, the associated Deferred Payment must be repaid, in equal quarterly installments, during the three (3) Service Years following the three (3) Service Years to which the Deferred Payment applies and at the same time the District makes or would be obligated to make payments pursuant to Section 3.g below. Subject Plan Administrator shall thereupon provide written directives to the limits set forth aboveTrustee to liquidate the assets of the Trust Fund to the extent necessary to distribute to each Participant, as soon as administratively feasible, sufficient cash proceeds to effect payment of whichever of the District may elect following amounts the Plan Administrator in its sole discretion deems appropriate under the circumstances: (A) the amount necessary to defer Annual Baseline Increases in accordance with satisfy the terms hereof on one or more occasions. No interest shall accrue federal, state and be payable local income tax liability incurred by the Participant with respect to his or her Trust Account, or (B) the amount necessary to pay off the entire balance then outstanding in such Participant's Trust Account. Such distribution shall be made notwithstanding any Deferred Paymentpayment elections to the contrary that the Participants may otherwise have outstanding under the Plan. The District’s obligation Any remaining proceeds of the Trust Fund shall then be paid to repay any Deferred Payment in accordance with the terms of this Section 3.e shall survive the expiration or earlier termination of this AgreementCompany.