Common use of Installment Payments Clause in Contracts

Installment Payments. (a) Any Series Supplemental Indenture may provide for the amortization of the principal amount of the Bonds of the series created thereby through installment payments of the principal of each Bond of such series, in accordance with which the Owner Trustee shall be required to pay on the respective dates specified in or pursuant to such Series Supplemental Indenture (any such date, an "Amortization Date") corresponding installments of principal of each Bond of such series (any such installment payment of principal, an "Amortization Requirement"). (b) If there shall have been a redemption (any installment payment pursuant to this Section 6.03 not being considered for such purpose a redemption) of less than all the Bonds of a series subject to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed Bonds"), the Amortization Requirements applicable to the Bonds of such series for each Amortization Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Amortization Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of the Redeemed Bonds; provided, however, that the remaining Amortization Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Amortization Requirements to be made in the inverse order of the respective Amortization Dates corresponding thereto. In connection with any such adjustments to the Amortization Requirements, the Owner Trustee shall deliver to the Indenture Trustee, not later than 30 days prior to the next Amortization Date following such partial redemption, a revised schedule, prepared by the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty with respect to the adjustments set forth therein, other than to make such revised schedule available for inspection by the Holders of the Bonds affected thereby."

Installment Payments. (a) Any Series Supplemental Indenture may provide for The Authority has previously sold and conveyed the amortization Facilities to the Company, and the Company is obligated to pay the Prior Installment Payments specified in the Original Agreement. The Company hereby acknowledges said purchase and conveyance, and its obligations in the Original Agreement to make the Prior Installment Payments and agrees to make the Installment Payments, hereinafter provided, in consideration of the principal amount Authority's issuing the Bonds and utilizing the proceeds from the sale of the Bonds in connection with the refunding of the series created Refunded Bonds, thereby through installment payments terminating the obligation of the principal of each Bond of such series, in accordance with which the Owner Trustee shall be required Company to pay on the respective dates specified in or pursuant Prior Installment Payments and other debt service obligations under the Original Agreement as relates to such Series Supplemental Indenture (any such date, an "Amortization Date") corresponding installments of principal of each Bond of such series (any such installment payment of principal, an "Amortization Requirement")the Refunded Bonds. (b) Payment of all Installment Payments shall be made and deposited as required by the Indenture, including all such payments that may come due because of the acceleration of the maturity or maturities of the Bonds upon default, or otherwise, under the provisions of the Indenture. If there any funds in excess of current requirements are held on deposit in the Company Debt Service Account of the Bond Fund at the time payment of any Installment Payment is due, such payment shall be reduced by the amount of the funds so held on deposit, to the benefit of the Company. Notwithstanding the foregoing, recognizing that the Installment Payments will be pledged by the Authority to the Trustee as security for the Bank for amounts drawn on any Credit Facility and that amounts properly drawn on any Credit Facility will equal amounts due as principal and interest on the Bonds and, in some circumstances, premium, if any, thereon and therefore will equal amounts due as Installment Payments, no Installment Payment shall be reduced by the payment of principal of, or premium or interest on, the Bonds through a drawing on a Credit Facility unless and until the Company has reimbursed the Bank for such drawing. Such Installment Payments, together with funds held on deposit in such account of the Company Debt Service Account of the Bond Fund, except funds held therein for payment of matured installments of principal on the Bonds or interest payable thereon, shall be sufficient to pay when due all principal of, and redemption premium, if any, and interest on, the Bonds, and all fees and expenses of the Trustee and Paying Agent for such Bonds. The Company shall have been the right to prepay all or a redemption (portion of each such Installment Payment at any installment payment pursuant to this Section 6.03 not being considered for such purpose a redemption) of less than all the Bonds of a series subject to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed Bonds")time, the Amortization Requirements applicable to the Bonds of such series for each Amortization Date thereafter and shall be deemed obligated to have been satisfied do so timely, if and to the extent the Company requests redemption or prepayment of an amount equal the Bonds. Any such partial prepayment by the Company shall not relieve it of liability for each remaining Installment Payment except as provided in this Agreement, the Bond Resolution and the Indenture. (c) Recognizing that the Installment Payments will be used to pay when due the principal of, and redemption premium, if any, and interest, on the Bonds, if and when the Bonds are delivered and to pay the fees and expenses of the Trustee and the Paying Agent for the Bonds, the Company shall be absolutely and unconditionally obligated (subject to the quotient resulting from the division provisions of (1Section 7.10 of this Agreement) the product of (A) the principal amount of the Redeemed Bonds to make and (B) such Amortization Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of the Redeemed Bonds; providedpay, however, that the remaining Amortization Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Amortization Requirements or cause to be made in the inverse order of the respective Amortization Dates corresponding thereto. In connection with any and paid, each such adjustments to the Amortization Requirements, the Owner Trustee shall deliver to the Indenture Trustee, not later than 30 days prior to the next Amortization Date following such partial redemption, a revised schedule, prepared Installment Payment prescribed by the Lessee Indenture, and approved by such payments shall not be subject to any abatement, set-off or counterclaim; and the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty with respect to the adjustments set forth therein, other than to make such revised schedule available for inspection by the Holders owners of the Bonds affected therebyand the Trustee shall be entitled to rely on this agreement and representation, notwithstanding any provisions of this Agreement or any other contract or agreement to the contrary, and regardless of the validity of, or the performance of, this Agreement or any other contract or agreement. Upon the issuance and delivery of the Bonds to the initial purchaser thereof, and the application of the proceeds of the Bonds in accordance with the provisions of Section 4.01 hereof to provide for the refunding of the Refunded Bonds, the Company shall have received, and the Authority shall have given, full and complete consideration for the Company's obligation hereunder to make Installment Payments."

Installment Payments. (a) Any Series Supplemental Indenture may provide for In the amortization event of a repurchase of Common Stock by the Company pursuant to Section 4(b) hereof, at least twenty-five percent (25%) of the principal amount total purchase price of the Bonds of the series created thereby through installment payments of the principal of each Bond of such series, in accordance with which the Owner Trustee Common Stock shall be required to pay on paid by check by the respective dates specified Company at the Closing Date, as defined in or pursuant to Section 10 hereof, such Series Supplemental Indenture amount in excess of twenty-five percent (any such date25%), an "Amortization Date") corresponding installments of principal of each Bond of such series (any such installment payment of principalif any, an "Amortization Requirement")shall be determined by the Company in its sole discretion. (b) If there The balance of the purchase price shall have been be represented by a redemption non-negotiable promissory note of the Company payable in three (any installment payment pursuant to this Section 6.03 not being considered for such purpose a redemption3) equal annual installments of less than all the Bonds of a series subject to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed Bonds")principal and interest, the Amortization Requirements applicable to the Bonds first of such series for each Amortization Date thereafter which shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of due and payable one (1) year after the product Closing Date. The note shall be substantially in the form of (the promissory note attached hereto and made a part hereof as Exhibit A) , and contain terms and conditions substantially similar to the terms and conditions contained therein. Interest shall accrue on, and be payable with, the unpaid principal amount of said note from the Redeemed Bonds and Closing Date at a rate of eight percent (B8%) such Amortization Requirement per annum. (c) Any debt due by (2) the sum of (C) Employee Stockholder to the aggregate principal amount of Bonds of such series then Outstanding (after giving effect Company shall be payable according to such redemption) and (D) its terms, as shall any debt due by the principal amount of Company to the Redeemed BondsEmployee Stockholder; providedexcept, however, that that, regardless of the remaining Amortization Requirements determined as set forth in this paragraph shall be rounded terms of any such debt due by the Employee Stockholder to the nearest integral multiple of $1,000Company, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Amortization Requirements to be made in the inverse order of the respective Amortization Dates corresponding thereto. In connection with any such adjustments to the Amortization Requirements, the Owner Trustee shall deliver to the Indenture Trustee, not later than 30 days prior to the next Amortization Date following such partial redemption, a revised schedule, prepared by the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty cash payment due under Section 7(a) with respect to the adjustments set forth therein, other than to make such revised schedule available for inspection by the Holders purchase of the Bonds affected therebyEmployee Stockholder’s Common Stock shall, instead of being paid to the Employee Stockholder, be first applied to the discharge of any such indebtedness, until all such indebtedness is fully discharged." (d) The Company shall settle with an assignee, trustee in bankruptcy, attaching court or officer or successor in interest holding Common Stock received in an Involuntary Transfer by taking any or all such Common Stock in execution and paying to such appropriate person the purchase price for each share of such Common Stock as provided in Section 7, but not in excess of the Employee Stockholder’s indebtedness and proper items of expense applicable to such proceeding constituting the Involuntary Transfer. The balance of the value of such Common Stock, if any, shall be distributable to the Employee Stockholder (as applicable), with such payments to be applied in the order due in accordance with Section 7, giving effect to the payment made upon the Involuntary Transfer.

Installment Payments. (a) Any Series Supplemental Indenture may provide for the amortization of the principal amount of the Bonds of the series created thereby through installment payments of the principal of each Bond of such series, in accordance with which the Owner Trustee shall be required to pay on the respective dates specified in or pursuant to such Series Supplemental Indenture (any such date, an "Amortization Date") corresponding installments of principal of each Bond of such series (any such installment payment of principal, an "Amortization Requirement"). (b) 1. If there shall have been a redemption (any installment payment be an election pursuant to this Section 6.03 not being considered for such purpose a redemptionthe provisions of sections 10.02, 10.03 or 10.04 hereof to purchase (the Member or the Company so purchasing shall be hereinafter, where appropriate, referred to as the “purchasing person”) of less than all the Bonds of a series subject Offering Member’s Interest, the Withdrawing Member’s Interest, or the Defaulting Member’s Interest, as the case may be (hereinafter where appropriate, referred to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed Bonds"“Interest”), to purchase interests on an installment basis, then the Amortization Requirements applicable to the Bonds terms and conditions of such series for each Amortization Date thereafter installment purchase shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Amortization Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of the Redeemed Bonds; provided, however, that the remaining Amortization Requirements determined as set forth in this paragraph Section 10.07. a. Ten percent (10%) of the aggregate purchase price due for such Interest (hereinafter, where appropriate, referred to as the “Aggregate Purchase Price”) shall be rounded paid on the closing date; and b. The remainder of the Aggregate Purchase Price shall be paid in forty-eight (48) equal monthly installments (hereinafter referred to as the “Installment Payment Period”). c. Notwithstanding anything contained in this Section 10.07 to the nearest integral multiple contrary, the entire unpaid balance of $1,000the Aggregate Purchase Price and Aggregate Purchase Price shall become immediately due and payable upon the sale, subject to further necessary adjustment so exchange, transfer or other disposition of all or substantially all of the Property or assets of the Company. d. The purchasing person shall pay simple interest at a rate that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount prime rate of such Redeemed Bondsinterest then being charged by New York prime to its highest credit-rated corporate borrowers on short term unsecured commercial borrowings on the unpaid balance of the Aggregate Purchase Price on each anniversary of the closing date during the Installment Payment Period or as the case may be. 2. So long as any part of the Aggregate Purchase Price remains unpaid, such adjustment to such Amortization Requirements to be made the Members shall permit the Offering Member, the Withdrawing Member (or the legal representative of the Withdrawing Member in the inverse order event of the respective Amortization Dates corresponding thereto. In connection with any such adjustments bankruptcy of the Withdrawing Member) or the Defaulting Member, as the case may be, and the attorneys and accountants of each of the foregoing Persons, to examine the books and records of the Company and its business following the event that shall have given rise to the Amortization Requirements, the Owner Trustee shall deliver election referred to the Indenture Trustee, not later than 30 days in Section 10.07 hereof during regular business hours from time to time upon reasonable prior notice and to the next Amortization Date following such partial redemption, a revised schedule, prepared by the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty with respect to the adjustments set forth therein, other than to make such revised schedule available for inspection by the Holders receive copies of the Bonds affected therebyannual accounting reports and tax returns of the Company."

Installment Payments. (a) Any Series Supplemental Indenture may provide for Once the Substantial Completion Project Costs are known, the initial amortization schedule on Exhibit B-1 shall be completed. Starting on the first Business Day of the principal amount of month following the Bonds of month in which the series created thereby through installment payments of Substantial Completion Date occurs and until the principal of each Bond of such series, Parties agree on the Aggregate Purchase Price and the amendment to the initial amortization schedule in accordance with which Section 5.1(c) of the Owner Trustee MSA, PESRM shall be required pay to pay NGL the Substantial Completion Project Costs in equal monthly installments as set forth on the respective initial amortization schedule on Exhibit B-1 on or prior to the dates specified in or pursuant to such Series Supplemental Indenture (any such date, an "Amortization Date") corresponding installments of principal of each Bond of such series (any such installment payment of principal, an "Amortization Requirement")set forth therein. (b) If there After the amendment of the initial amortization schedule to allocate the Aggregate Project Costs in accordance with Section 5.1(c) of the MSA, PESRM shall have been pay to NGL as basic installments of the Aggregate Project Costs the amounts set forth in the amended amortization schedule on Exhibit B-2 on or prior to the dates set forth therein. (c) PESRM shall pay to NGL a redemption development fee equal to 12.0% per annum of the then outstanding balance of the Aggregate Project Costs (the “Development Fee”). The Development Fee shall accrue daily on the then outstanding balance of the Aggregate Project Costs and shall be calculated on the basis of a year of 365 or 366 days, as applicable, and the actual number of days elapsed. PESRM shall make monthly installments of the Development Fee in conjunction with the installments of the Substantial Completion Project Costs or the Aggregate Project Costs (as the case may be) in accordance with the attached amortization schedules. (d) At any installment payment time and from time to time, PESRM may, in its sole discretion, prepay the Aggregate Project Costs in whole or in part, in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount (the “Prepayment Option”). Such prepayment shall be made, together with any Development Fee that is accrued and outstanding pursuant to this Section 6.03 3.4(c) at the time of such prepayment, at par without any premium or penalty. All such prepayments shall be made upon not being considered for such purpose a redemption) of less than all three (3) Business Days’ prior written notice to NGL. Upon the Bonds giving of a series subject to installment payments as contemplated in this Section (any such redeemed Bonds being hereinafter called the "Redeemed Bonds")notice, the Amortization Requirements applicable to the Bonds of such series for each Amortization Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds Aggregate Project Costs specified in such notice shall become due and (B) payable on the prepayment date specified therein. If such Amortization Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of the Redeemed Bonds; providedprepayment is made in part, however, that the remaining Amortization Requirements determined as set forth in this paragraph installment payments shall be rounded to reduced pro rata by the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction prepayment. (e) In the event that PESRM effects an early termination of Amortization Requirements the Natural Gas Liquids Sale and Purchase Agreement, NGL shall have the option to declare all unpaid amounts due to it under the terms of this Agreement and the MSA immediately due and payable. (f) All payments of installments of Aggregate Project Costs and the Development Fee shall be equal made at NGL’s offices at 0000 Xxxxxx Xxxxx Xxxxx Xx., Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (or at such other place as NGL shall have designated to PESRM in writing) on the date due in Immediately available funds and without set-off or counterclaim or deduction of any kind. All payments received hereunder shall be applied first to accrued Development Fee as of the date of payment and second to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Amortization Requirements to be made in the inverse order of the respective Amortization Dates corresponding thereto. In connection with any such adjustments to the Amortization Requirements, the Owner Trustee shall deliver to the Indenture Trustee, not later than 30 days prior to the next Amortization Date following such partial redemption, a revised schedule, prepared by the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty with respect to the adjustments set forth therein, other than to make such revised schedule available for inspection by the Holders of the Bonds affected therebyoutstanding Aggregate Project Costs."

Installment Payments. (a) Any Series Supplemental Indenture In the event there shall be an election by the Corporation or the other Stockholders pursuant to the provisions of Sections 3(b), 4, 5(c) or 6(c) hereof to purchase the Decedent Shares, the Terminating Shares, the Offered Shares or the Defaulting and Non-Defaulting Shares, as the case may provide for be, (hereinafter, where appropriate, referred to as the amortization “Shares”), on an installment basis, then the terms and conditions of such installment purchase shall be as follows: (i) twenty-five percent (25%) of the principal amount aggregate purchase price due for such Shares (hereinafter, where appropriate, referred to as the “Aggregate Purchase Price”) shall be paid on the closing date: and (ii) the remainder of the Bonds Aggregate Purchase Price shall be paid in equal annual installments on each anniversary of the series created thereby through installment payments closing date over a period, beginning with the year following the fiscal year of the principal of each Bond of such series, Corporation in accordance with which the Owner Trustee sale occurred, not to exceed five (5) years (hereinafter referred to as the “Installment Payment Period”), and secured by the shares of the Decedent’s personal representatives, the Terminating Stockholders, the Offering Stockholders, the Defaulting and Non-Defaulting Stockholders, which shall be required to placed into escrow until the Purchase Price is paid in full; and, (iii) the Corporation or the other Stockholders, as the case may be, shall pay simple interest at the rate of Eight percent (8%) per annum on the respective dates specified in or pursuant to such Series Supplemental Indenture (any such date, an "Amortization Date") corresponding installments unpaid balance of principal the Aggregate Purchase Price on each anniversary of each Bond of such series (any such installment payment of principal, an "Amortization Requirement")the closing date during the Installment Payment Period. (b) If there So long as any part of the Aggregate Purchase Price incurred in accordance with this Agreement remains unpaid, the Corporation: (i) shall have been a redemption not, without the consent of the Decedent’s personal representatives, the Terminating Stockholder, the Offering Stockholder, the Defaulting and Non-Defaulting Stockholder or the Deadlocking Stockholders, as the case may be (any installment payment pursuant hereinafter, where appropriate, referred to this Section 6.03 not being considered for such purpose a redemption) of less than all as the Bonds of a series subject to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed Bonds"“Payee”), the Amortization Requirements applicable to the Bonds of such series for each Amortization Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Amortization Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of the Redeemed Bonds; provideddeclare or pay dividends on its capital stock, however, that the remaining Amortization Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Amortization Requirements to be made in the inverse order of the respective Amortization Dates corresponding thereto. In connection with make any such adjustments to the Amortization Requirements, the Owner Trustee shall deliver to the Indenture Trustee, not later than 30 days prior to the next Amortization Date following such partial redemption, a revised schedule, prepared by the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty distributions with respect to the adjustments set forth thereinits capital stock, enter into a share exchange with any other than to make such revised schedule available for inspection by the Holders corporation, merge or consolidate with any other corporation, sell any of its assets in excess of ten percent (10%) of the Bonds affected therebytotal value of the Corporation’s assets, except in the regular course of business, or increase the salary or other compensation of any officer, director or stockholder of the Corporation in excess of Twenty Percent (20%) of the salary or the compensation payable to such officer, director or stockholder of the Corporation during the immediately preceding fiscal year of the Corporation (otherwise than by a prior written employment agreement between the Corporation and such person); and (ii) shall permit the Payee and his attorneys or accountants to examine the books and records of the Corporation during regular business hours from time to time upon reasonable prior written notice and to receive copies of the annual accounting reports and tax returns of the Corporation." (c) In the event that during the Installment Payment Period in the case of a Termination, Cessation or Deadlock pursuant to Subsection 7(a) hereof, the Terminating Stockholder, the Offering Stockholder, the Departing Stockholder shall become deceased, then the terms of payment and the Installment Payment Period shall be and remain those elected at the respective closing date of said Termination, Offer, Cessation or Deadlock.

Installment Payments. (a) Any Series Supplemental Indenture may provide for the amortization of the The total principal amount of the Bonds Installment Payments owed and to be paid by the District to the Corporation hereunder for the Project is $ , plus interest thereon and (A) the amounts, if any, required to be paid to replenish the Reserve Fund, (B) all amounts, if any, required to be paid by the Corporation or the District under the Trust Agreement and (C) all amounts required to be paid by the District to the Insurer hereunder and pursuant to the Trust Agreement. The Installment Payments and interest thereon shall, subject to any rights of prepayment of the series created thereby through installment payments District provided in Article IV, be due in installments in the amounts and on the dates described below and in Exhibit B attached hereto. The Installment Payments shall bear interest from the Closing Date until the payment of the principal of each Bond of such seriesthereof and the prepayment premiums, if any, thereon, shall have been made or provided for in accordance with which the Owner Trustee provisions of the Trust Agreement, whether at maturity, upon prepayment or otherwise. Interest accrued on the Installment Payments from the Closing Date and from each Interest Payment Date to, but not including, the next succeeding Interest Payment Date shall be paid on each such succeeding Interest Payment Date and shall be computed on the basis of a year of 360 days and twelve 30-day months. The obligation of the District to make the Installment Payments and to pay the interest thereon is absolute and unconditional, whether or not the Project shall be acquired, and until such time as all Installment Payments and the interest thereon shall have been fully paid and the Certificates are no longer Outstanding (or provision for the payment thereof shall have been made pursuant to the Trust Agreement), the District will not, under any circumstances, discontinue, xxxxx or suspend any Installment Payments or any interest thereon required to be made by it under this Section 4.02 when due, whether or not the facilities of the District or any part thereof is operating or operable or has been completed, or whether or not the facilities of the District are condemned, damaged, destroyed or seized or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset, counterclaim, defense, recoupment, abatement, suspension, deferment or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement or covenant contained herein for any cause whatsoever. Each Installment Payment, and each payment of interest thereon, shall be deposited with the Trustee, as assignee of the Corporation, no later than the Business Day next preceding the Installment Payment Date or Interest Payment Date on which such Installment Payment or payment of interest is due, in lawful money of the United States of America, in immediately available funds. In the event the District fails to make any of the payments required to be made by it under this Section 4.02, such payment shall continue as an obligation of the District until such amount shall have been fully paid and the District agrees to pay the same with the stated interest thereon at the rate set forth in Exhibit B hereto. In the event an Installment Payment and the interest thereon is insufficient to make the payments of principal and interest represented by the Certificates on the respective dates specified in next succeeding Interest Payment Date, due to investment losses incurred while on deposit or pursuant for any other reason, the District shall immediately pay to the Trustee upon notice therefrom additional amounts to cure such Series Supplemental Indenture (insufficiency. If and to the extent that, on any such date, an "Amortization Date") corresponding installments there are amounts on deposit in the Installment Payment Fund established under the Trust Agreement, or in any of principal of each Bond of such series (any such installment the accounts therein, which amounts are not being held for the payment of principalspecific Certificates, an "Amortization Requirement"). (b) If there shall have been a redemption (any installment payment pursuant to this Section 6.03 not being considered for such purpose a redemption) of less than all the Bonds of a series subject to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed Bonds"), the Amortization Requirements applicable to the Bonds of such series for each Amortization Date thereafter said amounts shall be deemed to have been satisfied to credited against the extent Installment Payment, or payment of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Amortization Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of the Redeemed Bonds; providedinterest thereon, howeveras applicable, that the remaining Amortization Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Amortization Requirements to be made in the inverse order of the respective Amortization Dates corresponding thereto. In connection with any such adjustments to the Amortization Requirements, the Owner Trustee shall deliver to the Indenture Trustee, not later than 30 days prior to the next Amortization Date following such partial redemption, a revised schedule, prepared by the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely due on such revised schedule and shall have no duty with respect to the adjustments set forth therein, other than to make such revised schedule available for inspection by the Holders of the Bonds affected therebydate."

Installment Payments. (a) Any Series Supplemental Indenture may provide for Each District shall pay to the amortization of Authority its Installment Payments at the principal times and in the amounts provided in this Joint Acquisition Agreement. Such Installment Payments shall be paid, first, from such District’s Ad Valorem Taxes and, second, to the extent that such Ad Valorem Taxes are insufficient therefor, from such District’s Net Revenues. The amount of the Bonds of the series created thereby through installment payments of the principal of each Bond of such series, in accordance with which the Owner Trustee shall be required to pay on the respective dates specified in or Installment Payment payable by a District (other than a District whose Installment Payments have been accelerated pursuant to such Series Supplemental Indenture (any such dateSection 9.01 hereof, an "Amortization Date"which acceleration has not been rescinded) corresponding installments of principal of on each Bond of such series (any such installment payment of principal, an "Amortization Requirement"). (b) If there shall have been a redemption (any installment payment pursuant to this Section 6.03 not being considered for such purpose a redemption) of less than all the Bonds of a series subject to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed Bonds"), the Amortization Requirements applicable to the Bonds of such series for each Amortization Payment Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Amortization Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of the Redeemed Bonds; provided, however, that the remaining Amortization Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount product of such Redeemed District’s Proportionate Share times the interest on, or the principal of (including mandatory sinking fund redemptions) and interest on, as applicable, the Authority Bonds due on the following Interest Payment Date (without regard to any acceleration of any Authority Bonds). Pursuant to the Indenture, the Installment Payments are to be applied to the payment of the principal of and interest on the Authority Bonds, such adjustment and the Installment Payments of each District (other than a District whose Installment Payments have been accelerated pursuant to such Amortization Requirements to Section 9.01 hereof, which acceleration has not been rescinded) shall be made in the inverse order amounts that are sufficient, but no more than sufficient, to pay such District’s Proportionate Share of the respective Amortization Dates corresponding theretoscheduled payments of principal of (including mandatory sinking fund redemptions) and interest on the Outstanding Authority Bonds. In connection with any such adjustments If and to the Amortization Requirementsextent that, on any Payment Date, there are amounts on deposit in a District’s Payment Account in the Owner Trustee Payment Fund established under the Indenture, said amounts shall deliver be credited against such District’s Installment Payment due on such date. Each Installment Payment shall be paid to the Indenture Trustee, as assignee of the Authority, no later than the applicable Payment Date, in lawful money of the United States of America, in funds which will be available not later than 30 days prior to the next Amortization Date Business Day following such partial redemption, payment. This Joint Acquisition Agreement constitutes a revised schedule, prepared by Senior AV Obligation and the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty with respect to the adjustments set forth therein, other than to make such revised schedule available for inspection by the Holders of the Bonds affected therebyInstallment Payments constitute Senior AV Obligation Payments."

Installment Payments. In addition to Buyer's payment of amounts required by Section 2.2 above, Buyer shall pay to Seller the remainder of the Purchase Price in monthly and quarterly installments, the timing and amounts of which shall be determined as follows. (a) Any Series Supplemental Indenture may provide for Buyer shall pay to Seller 33 equal cash payments in the amortization of the principal amount of $7,576 on the Bonds of the series created thereby through installment payments of the principal first day of each Bond of such seriesmonth, in accordance with which beginning August 1, 1998 (the Owner Trustee shall be required Monthly Payment) and continuing to pay on the respective dates specified in or pursuant to such Series Supplemental Indenture (any such dateand including April 1, an "Amortization Date") corresponding installments of principal of each Bond of such series (any such installment payment of principal, an "Amortization Requirement")2001. (b) If there Within thirty (30) days of the conclusion of each calendar quarter during the Payment Period, Buyer shall have been deliver to Seller, in cash and shares of Sento Common Stock a redemption reconciliation payment (any installment payment pursuant to this Section 6.03 not being considered for such purpose a redemption) of less than all the Bonds of a series subject to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed BondsQuarterly Payment"), the Amortization Requirements applicable to the Bonds of such series for each Amortization Date thereafter shall be deemed to have been satisfied to the extent of ) in an amount equal to the quotient resulting from the division of difference between (1i) the product of (A) actual Purchase Price payable by Buyer pursuant to Section 2.1 above with respect to MCSE and CNE Course sales during the principal amount of the Redeemed Bonds applicable quarter and (B) such Amortization Requirement by (2) the sum of (Cii) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect all Monthly Payments paid by Buyer to such redemption) and (D) the principal amount of the Redeemed Bonds; provided, however, that the remaining Amortization Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Amortization Requirements to be made in the inverse order of the respective Amortization Dates corresponding thereto. In connection with any such adjustments to the Amortization Requirements, the Owner Trustee shall deliver to the Indenture Trustee, not later than 30 days prior to the next Amortization Date following such partial redemption, a revised schedule, prepared by the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty Seller with respect to the adjustments set forth thereinapplicable quarter. The Quarterly Payment shall be paid in cash and shares of Sento Common Stock in accordance with the following procedure: First, other than Buyer shall cause Sento Technical Innovations Corporation ("Sento") to make such revised schedule available for inspection by issue to Seller shares of Sento Common Stock having a value (determined pursuant to Section 2.4 below) equal to the Holders amount of the Bonds affected therebyQuarterly Payment, but not in excess of the aggregate amount of all Monthly Payments paid by Buyer with respect to the applicable quarter; Second, if the amount of the Quarterly Payment exceeds the aggregate amount of all Monthly Payments wfth respect to the applicable quarter, the balance of the Quarterly Payment will be paid In two equal portions, one portion of which will be paid in cash and the other portion of which will be paid in shares of Sento Common Stock having a value (determined pursuant t~ Section 2.4 below) equal to the cash portion." (c) Buyer's obligation to deliver any shares of Sento Common Stock pursuant to this Agreement shall be contingent upon Seller's delivery at the Closing of the subscription agreement described in Section 4.2(d) below, together with all other certificates, documents and agreements required to conform such issuance to the requirements of all applicable state and federal securities laws, as determined by Sento. If, in Sento's discretion, such documentation does not warrant the issuance of stock, then such payments will be made in cash.