Common use of Manner of Payment Clause in Contracts

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 million, the Company shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Event.

Manner of Payment. The Company Upon notice by Lessee to Lessor, Lessor and Lessee shall use commercially reasonable efforts to cause the Premises and the Relevant Assets (including all Additional Improvements but excluding Shared Access Facilities and any SUMF Assets) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by applicable Law). During the Term but subject to the provisions of Section 6.1, Lessee shall pay all Taxes assessed directly against the Repurchase Price for Premises, the Restricted Shares in cash; provided, that Relevant Assets and the Additional Improvements (ibut excluding the Shared Access Facilities and any SUMF Assets) if any payment for directly to the Restricted Shares would violate or applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessor with evidence of such payment. Until such time as Lessor and Lessee can cause the Company Premises, the Relevant Assets and the Additional Improvements (but excluding the Shared Access Facilities and any SUMF Assets) to violate be separately assessed as provided above, Lessee shall reimburse Lessor, upon request, for any covenant such Taxes paid by Lessor to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Lessor and Lessee as to the portion of such Taxes attributable to the Premises, the Relevant Assets and the Additional Improvements), subject to the terms of Section 6.1. The certificate issued or breach given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. Lessee may contest the validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements (to the extent any of the Companyforegoing may be separately issued), at Lessee’s financing agreements or (ii) if the aggregate of payments to Purchaser sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with applicable Law. If Lessee contests such items then Lessor shall cooperate with Lessee in any 12-month period would exceed $1 million, such contesting of the Company validity or amount of any such Taxes or the valuation of the Premises and/or the Relevant Assets and the Additional Improvements. Taxes for the first and last years of the Term shall be permitted to pay for prorated between the Restricted Shares by issuing a subordinated promissory note to Parties based on the Purchaser (or portions of such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest years that are coincident with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law tax years and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (for which each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company applicable Party is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventresponsible.

Manner of Payment. The Company, the Investment Company and/or a member of the Investor Group, as applicable, shall pay for the Executive Securities to be repurchased pursuant to the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate Option or cause the Company to violate any covenant a Put Option by delivery of a cashier's check or breach any wire transfer of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 millionfunds. Alternatively, the Company shall be permitted to pay for or the Restricted Shares by issuing a subordinated promissory note to Investment Company (in the Purchaser (or such other instrument as determined by the Board case of Directors Executive Securities of the Investment Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the purchase price for the Executive Securities to be repurchased pursuant to the Repurchase Price for such Restricted Shares Option or a Put Option by offsetting amounts outstanding under against any indebtedness or obligations for advanced or borrowed funds owed by the Purchaser or, as the case may be, any Permitted Transferee, applicable Executive Securityholder to the Company or any Subsidiary of the Investment Company. Notwithstanding any other provision anything to the contrary contained in this Agreement, the obligation all repurchases of Executive Securities by the Company to pay or the Repurchase Price Investment Company shall be subject to (x) the applicable federal and state laws and to restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s 's and its Subsidiaries' debt financing arrangements. If any such laws or restrictions prohibit the repurchase of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time Executive Securities hereunder which the Company or the Investment Company is otherwise entitled to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectivelymake, the “Facilities Agreements”) time periods provided in this Section 4 shall be suspended, and the Company or the Investment Company may make such repurchases as soon as it is permitted to do so under such laws or restrictions. Alternatively, if and to the extent any such laws or restrictions prohibit the repurchase of Executive Securities hereunder for cash, the Company or the Investment Company (y) in the absence case of a default or event Executive Securities of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Investment Company) (with may, at its sole option, repurchase such Executive Securities, in which case the limitations referred to in clauses (x) and (y) amount of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company purchase price which is not able to repurchase be paid in cash shall be paid for by the Restricted Shares issuance of a subordinated promissory note, which, subject to the approval of the senior and senior subordinated lender(s) of the Company and its Subsidiaries, shall be payable as soon as the Company or the Investment Company is permitted to pay such note under such laws or restrictions and shall bear interest (payable annually) at a portion thereof floating rate per annum equal to the prime or base rate of interest (as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventestablished and publicly announced in The Wall Street Journal).

Manner of Payment. The Company shall pay In order to preserve the Repurchase Price "pooling of interests" treatment for the Restricted Shares Merger as anticipated by the Merger Agreement, all Indemnified Losses (whether to be paid pursuant to agreement by Dachis and the Parent or pursuant to an Award in cash; provided, accordance with Article VI) and the Software Fee to be paid pursuant to Section 5.6 shall be payable in the following order and manner and in the event that (i) if any payment for the Restricted Shares would violate or cause the Company Escrowed Consideration is to violate any covenant or breach any of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 millionbe disbursed, the Company shall be permitted parties hereto should instruct the Escrow Agent in accordance with this Section: (a) first, if a sufficient number of Escrowed Shares are available to pay for satisfy the Restricted Shares by issuing a subordinated promissory note to Indemnified Loss or the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser orSoftware Fee, as applicable, through the case may be, any Permitted Transferee, surrender to the Company or any Subsidiary Parent for cancellation of the Company. Notwithstanding any other provision in this Agreement, the obligation that number of the Company to pay the Repurchase Price shall be subject Certificates representing Parent Common Stock equal to (x) the applicable restrictions under Delaware law and those contained in (i) total amount of the Stockholders Agreement and (ii) Indemnified Loss or the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and Software Fee divided by (y) the absence Viad Price, regardless of the fair market value of the Parent Common Stock on the date of payment; (b) second, if a sufficient number of Escrowed Shares are not available, but sufficient Escrowed Consideration from the sale of such Escrowed Shares is available to satisfy the Indemnified Loss or the Software Fee, as applicable, through the distribution to Parent of such Escrowed Consideration in lieu of such Escrowed Shares equal to the product of (A) the balance of the total amount of the Indemnified Loss or the Software Fee, as applicable, not paid with Escrowed Shares divided by the Viad Price, by (B) the price per share at which the Parent Common Stock (net of commissions) was sold by Dachis or the Escrow Agent, together with any interest accrued on the proceeds of any sale; (c) third, if a sufficient number of Escrowed Shares or adequate Escrowed Consideration to satisfy the Indemnified Loss or the Software Fee, as applicable, is not available, and Dachis is the beneficial owner of any shares of Parent Common Stock, with the surrender for cancellation of certificates representing that number of shares of Parent Common Stock held by Dachis equal to the balance of the total amount of the Indemnified Loss or the Software Fee, as applicable, not paid with Escrowed Consideration, calculating the number of shares in accordance with Section 5.7(a); and (d) fourth, if adequate Escrowed Consideration to satisfy the Indemnified Loss or the Software Fee, as applicable, is not available and Dachis is not the beneficial owner of a default sufficient number of shares of Parent Common Stock to satisfy the Indemnified Loss or event the Software Fee, as applicable, through the payment of default under cash by wire transfer of immediately available funds to an account designated by Parent of an amount equal to the Facilities Agreements (without giving effect to any waiver thereof by balance of the lenders party theretoIndemnified Loss or the Software Fee, unless otherwise expressly agreed to for purposes as applicable, not paid with Escrowed Consideration or with shares of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination EventParent Common Stock.

Manner of Payment. The Company, the Investment Company and/or a member of the Investor Group, as applicable, shall pay for the Executive Securities to be repurchased pursuant to the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate Option or cause the Company to violate any covenant a Put Option by delivery of a cashier’s check or breach any wire transfer of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 millionfunds. Alternatively, the Company shall be permitted to pay for or the Restricted Shares by issuing a subordinated promissory note to Investment Company (in the Purchaser (or such other instrument as determined by the Board case of Directors Executive Securities of the Investment Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the purchase price for the Executive Securities to be repurchased pursuant to the Repurchase Price for such Restricted Shares Option or a Put Option by offsetting amounts outstanding under against any indebtedness or obligations for advanced or borrowed funds owed by the Purchaser or, as the case may be, any Permitted Transferee, applicable Executive Securityholder to the Company or any Subsidiary of the Investment Company. Notwithstanding any other provision anything to the contrary contained in this Agreement, the obligation all repurchases of Executive Securities by the Company to pay or the Repurchase Price Investment Company shall be subject to (x) the applicable federal and state laws and to restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and its Subsidiaries’ debt financing arrangements. If any such laws or restrictions prohibit the repurchase of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time Executive Securities hereunder which the Company or the Investment Company is otherwise entitled to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectivelymake, the “Facilities Agreements”) time periods provided in this Section 4 shall be suspended, and the Company or the Investment Company may make such repurchases as soon as it is permitted to do so under such laws or restrictions. Alternatively, if and to the extent any such laws or restrictions prohibit the repurchase of Executive Securities hereunder for cash, the Company or the Investment Company (y) in the absence case of a default or event Executive Securities of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Investment Company) (with may, at its sole option, repurchase such Executive Securities, in which case the limitations referred to in clauses (x) and (y) amount of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company purchase price which is not able to repurchase be paid in cash shall be paid for by the Restricted Shares issuance of a subordinated promissory note, which, subject to the approval of the senior and senior subordinated lender(s) of the Company and its Subsidiaries, shall be payable as soon as the Company or the Investment Company is permitted to pay such note under such laws or restrictions and shall bear interest (payable annually) at a portion thereof floating rate per annum equal to the prime or base rate of interest (as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventestablished and publicly announced in The Wall Street Journal).

Manner of Payment. The Company shall pay (a) Any amount payable by Parent and the Repurchase Price for the Restricted Shares in cash; provided, that Companies to any Buyer Indemnitee pursuant to clause (i) if of Section 8.2(a) (including any payment for amounts adjudicated due upon judgment or other judicial or arbitral determination, unless appealed, or agreed to be paid by settlement or compromise of a Third Party Claim, and after giving effect to the Restricted Shares would violate or cause limitations on indemnification set forth in Section 8.4) shall be paid exclusively from the Company to violate any covenant or breach any then remaining balance of the Company’s financing agreements Escrow Fund, by release of funds to such Buyer Indemnitee by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement, and the release of such funds shall accordingly reduce the balance of the Escrow Fund; provided that this Section 8.6(a) shall not apply to the amount of any Losses suffered or incurred by any Buyer Indemnitee as a result of or arising from or relating to any breach of or inaccuracy in any Fundamental Representation. (b) Any amount payable by Parent and the Companies to any Buyer Indemnitee pursuant to (i) clause (i) of Section 8.2(a) in respect of any Losses suffered or incurred by any Buyer Indemnitee as a result of or arising from or relating to any breach of or inaccuracy in any Fundamental Representation, or (ii) if the aggregate any of payments to Purchaser in any 12-month period would exceed $1 million, the Company shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and clauses (ii), (iii) the Company’s and any or (iv) of its Subsidiary’s agreements reflecting Indebtedness Section 8.2(a) (in each as amended from time to time, and, for the avoidance of doubtcase, including any credit agreements amounts adjudicated due upon judgment or other agreements resulting from a refinancing thereofjudicial or arbitral determination, collectivelyunless appealed, the “Facilities Agreements”) and (y) the absence or agreed to be paid by settlement or compromise of a default or event of default under the Facilities Agreements (without Third Party Claim, and after giving effect to any waiver thereof the limitations on indemnification set forth in Section 8.4) shall be paid first from the then remaining balance of the Escrow Fund, by release of funds to such Buyer Indemnitee by the lenders party theretoEscrow Agent pursuant to the terms and conditions of the Escrow Agreement, unless otherwise expressly agreed to for purposes and the release of this Agreement by such funds shall accordingly reduce the Company) (with balance of the limitations referred to Escrow Fund, and in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company then remaining balance of the Escrow Fund is not able insufficient to repurchase pay the Restricted Shares or a portion thereof as a result entire amount payable to the Buyer Indemnitee, Parent and the Companies, jointly and severally, shall pay the remaining amount payable to the Buyer Indemnitee by wire transfer of any Repurchase Restriction, immediately available funds to an account designated in writing by the Company’s option to repurchase such Restricted Shares shall expire forty-five applicable Buyer Indemnitee within fifteen (4515) days after the Termination Eventdetermination thereof (or, at the option of the applicable Buyer Indemnitee, by setoff of other amounts owing to Parent or any Company hereunder, including any positive Actual Adjustment, Virtual Print Fees, Luxury Reimbursements or Payment Dispute recoveries). Any amount payable by Buyer to any Parent Indemnitee pursuant to this Article 8 (including any amounts adjudicated due upon judgment or other judicial or arbitral determination, unless appealed, or agreed to be paid by settlement or compromise of a Third Party Claim) shall be paid by wire transfer of immediately available funds to an account designated in writing by the applicable Parent Indemnitee within fifteen (15) days after the determination thereof.

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares Options in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 million, the Company shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares Options by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, Optionholder to the Company or any other Subsidiary of the CompanyParent, including the promissory notes referenced in the Brink Subscription Agreement. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price Price, other than in connection with a Brink Change in Control or a Consolidated Change in Control, shall be subject to (x) the applicable restrictions under Delaware applicable law and those contained in (i) the Stockholders Agreement constituent documents of the Company and (ii) the Company’s and any of its Subsidiary’s agreements agreements, indentures or other instruments reflecting Indebtedness of the Parent and its Subsidiaries (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”"FACILITIES AGREEMENTS") and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the CompanyParent) (with the limitations referred to in clauses (x) and (y) of this Section 3(e3(d) being herein called the “Repurchase Restrictions”"REPURCHASE RESTRICTIONS"). In the event that the Company is not able to repurchase the Restricted Shares Options or a any portion thereof as a result of any Repurchase Restriction, the Company’s 's option to repurchase such Restricted Shares Options shall be extended so as to expire forty-five ninety (4590) days after the Termination Eventall Repurchase Restrictions have lapsed.

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares (1) Distributions payable pursuant to Section 5.1(1) will be paid in cash. Any payment of cash by the General Partner to a Partner pursuant to this Agreement will be conclusively deemed to have been made upon mailing of a cheque in a postage pre-paid envelope, addressed to the Partner at the Partner’s address appearing in the Register, unless such cheque is dishonoured upon presentment. Upon such payment, the General Partner will be discharged from all liability to the Partner in respect of such payment; provided, however, that if such cheque is lost or destroyed then, upon the presentation of evidence satisfactory to the General Partner of such loss or destruction, together with such indemnity as the General Partner may reasonably require, the General Partner will issue a replacement cheque to the Partner. (2) Notwithstanding the foregoing, the General Partner, in lieu of forwarding or causing to be forwarded a cheque pursuant to Section 5.6(1), may enter into an agreement with a Partner or take direction from a Partner providing for the payment to such Partner of amounts hereunder by electronic funds transfer or by any other method at a place or places other than the place or places specified in this Agreement. Any payment of any cash amount pursuant to such an agreement or direction will, notwithstanding any other provision of this Agreement, be valid and binding on the General Partner, the Partnership and the relevant Partner. (3) Notwithstanding the foregoing, the holder of any Class B LP Unit will be entitled to elect to reinvest all or any portion (the “Elected Amount”) of any distributions payable pursuant to Section 5.1(1) to be payable to such holder of such Class B LP Unit, provided that the election is in writing, specifies the Elected Amount and that such reinvestment shall be made in the form of Class B LP Units and is received by the Partnership before the payment date for such distribution. Where the election is duly made by the holder of Class B LP Units, the Elected Amount will be used by such holder to purchase new Class B LP Units at the same price per Class B LP Unit as the price per Restricted Voting Share at which the Plan Agent will purchase Restricted Voting Shares for participants in the DRIP in connection with the payment date for the corresponding dividend on the Restricted Voting Shares (the “Public DRIP Price”), and the Elected Amount will be deemed for all purposes of this Agreement (i) if any to be paid to and received by such holder on the payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 million, the Company shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price date for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser ordistributions, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) to be reinvested by such holder as the Company’s and subscription price of that number of additional Class B LP Units calculated by dividing the Elected Amount by the Public DRIP Price. (4) The General Partner may determine to suspect any reinvestment of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time Class B LP Units pursuant to Section 5.6(3) at any time; provided, however, that if the board of directors of KML determines to suspend the DRIP at any time, and, for the avoidance provisions of doubt, including Section 5.6(3) shall be automatically concurrently suspended without any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof further action by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by General Partner or the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination EventLimited Partnership.

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares Any indemnification to be paid by any Indemnifying Party pursuant to this ARTICLE XI will be paid only in cashshares of Parent Common Stock; provided, however, that the Seller and each Member shall have the option, at their sole election, to pay any and all such amounts in cash. (a) Except to the extent that any Member elects to satisfy any indemnification obligation in cash, any indemnification obligation owing to the Parent Indemnitees pursuant to this Article XI shall be effected (i) if any payment for first by offsetting such amount against the Restricted Shares would violate or cause Escrowed Stock in the Company to violate any covenant or breach any of manner described below, in which case the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 millionSeller, the Company and Parent shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note promptly deliver joint written instructions to the Purchaser (or such other instrument as determined by Escrow Agent to distribute the Board appropriate number of Directors shares of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence Parent Common Stock to the contrary, Parent Indemnitees within five (5) Business Days after the Company may pay determination thereof in accordance with the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary terms of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) thereafter, the Company’s Parent Indemnities shall have recourse, on a several basis and in accordance with this ARTICLE XI, to the Parent Common Stock then held by the Members in the manner described below. For purposes of determining the portion of any indemnification obligation owing to the Parent Indemnitees by each Member pursuant to this Section 11.7, such indemnification obligation shall first be allocated to the Members on a pro rata basis (based on the number of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time shares of the Parent Common Stock that the Parent was instructed to time, deliver to such Member pursuant to the terms of this Agreement) and, for to the avoidance extent that the aggregate indemnification obligations owing to the Parent Indemnitees in accordance with this ARTICLE XI exceeds the value (based on the Average Trading Price as of doubtthe applicable date of determination) of the Parent Common Stock that the Parent was instructed to deliver to such Member pursuant to the terms of this Agreement, including any credit agreements or other agreements resulting from such indemnification obligation shall thereafter be allocated to the Members on a refinancing thereof, collectively, pro rata basis (based on the “Facilities Agreements”) and (y) number of shares of the absence of a default or event of default under Parent Common Stock that the Facilities Agreements (without giving effect Parent was instructed to any waiver thereof by deliver to such Member pursuant to the lenders party thereto, unless otherwise expressly agreed to for purposes terms of this Agreement by the Companywith respect to such Member’s Series A Preferred Units). (b) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able Indemnitees are entitled to repurchase indemnification pursuant to this ARTICLE XI, such indemnification shall be paid in the Restricted Shares or a portion thereof as a result form of any Repurchase RestrictionParent Common Stock. For purposes of this Section 11.7(b), the Company’s option value of each share of Parent Common Stock shall be equal to repurchase its Average Trading Price at such Restricted Shares shall expire forty-five (45) days after the Termination Eventtime.

Manner of Payment. The Company shall pay (a) Each payment (including any prepayment) by the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any Borrower on account of the Company’s financing agreements principal of or (ii) if interest on the aggregate of payments Loans, fees, and any other amount owed to Purchaser in any 12-month period would exceed $1 millionthe Banks or the Administrative Agent under this Agreement, the Company Notes, or the other Loan Documents shall be permitted to pay made not later than 1:00 p.m. (Eastern time) on the date specified for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (payment under this Agreement or such other instrument as determined Loan Document to the Administrative Agent to an account designated by the Board of Directors Administrative Agent, for the account of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contraryBanks, the Company may pay Issuing Bank or the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser orAdministrative Agent, as the case may be, any Permitted Transfereein lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 12:00 noon (Eastern time) shall be deemed received on the next Business Day for purposes of interest accrual. In the case of a payment for the account of a Bank or the Issuing Bank, then, subject to the Company or any Subsidiary provisions of the Company. Notwithstanding any other provision in Section 2.9 of this Agreement, the obligation Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Bank or the Issuing Bank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the Banks and, if appropriate, the Issuing Bank, accordingly, and the Administrative Agent shall not be obligated to make any distributions under this Section 2.8. (b) If any payment under this Agreement or any of the Company to pay the Repurchase Price Notes shall be subject specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (xc) The Borrower may not make payments, in the applicable restrictions aggregate, under Delaware law and those contained in this Agreement (excluding any payments specifically required pursuant to the terms of this Agreement) more than (i) the Stockholders Agreement and two (2) times in any calendar month plus (ii) four (4) additional times in any twelve (12) calendar month period. In any event, the Company’s Borrower may not make, in the aggregate, more than twenty-eight (28) payments (excluding any payments specifically required pursuant to the terms of this Agreement) under this Agreement in any twelve (12) calendar month period. (d) The Borrower agrees to pay principal, interest, fees, and all other amounts due hereunder or under the Notes and Letter of Credit Obligations without set-off or counterclaim or any deduction whatsoever. (e) The Borrower agrees that it will indemnify and hold harmless each Bank and each of its Subsidiary’s agreements reflecting Indebtedness their respective employees, representatives, officers and directors from and against any and all claims, liabilities, obligations, losses (each as amended from time other than loss of profits), damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys' fees, but excluding taxes) which may be imposed on, incurred by or asserted against such Bank in any way relating to timeor arising out of the making of the Loans, andexcept that the Borrower shall not be liable to such Bank for any portion of such claims, for the avoidance of doubtliabilities, including any credit agreements obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or other agreements disbursements resulting from a refinancing thereofthe gross negligence or willful misconduct of the such Bank or any such claims, collectivelyliabilities, the “Facilities Agreements”) and (y) the absence obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements arising solely out of a default or event of default under controversy among the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes Banks. This Section 2.4(h) shall survive termination of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination EventAgreement.

Manner of Payment. The Company Purchase Price shall pay be paid in the Repurchase ----------------- following manner: (a) an amount equal to 33-1/3% of the Purchase Price for shall be paid on the Restricted Shares in cashArticle III Closing Date; provided, however, that (i) -------- ------- if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 million, the Company shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary shall have obtained insurance on the life of a Management Shareholder whose Shares (or Shares owned by his Permitted Transferees) are to be purchased pursuant to Section 3.1 for the purpose of providing funds with which to purchase such Shares, and in the event the proceeds of such insurance ("Insurance Proceeds") exceed the portion of the Company. Notwithstanding Purchase Price which is payable on the Article III Closing Date in cash but for the operation of this proviso, and if the Insurance Proceeds have been collected on the Article III Closing Date, an amount equal to such Insurance Proceeds but not in excess of the Purchase Price for the Shares purchased by the Company shall be paid in cash toward the Purchase Price on the Article III Closing Date (it being understood that if the Insurance Proceeds are collected by the Company or any other provision in this AgreementSubsidiary after the Article III Closing Date, the obligation Company shall make a mandatory prepayment under the note(s) delivered by the Company pursuant to this Section 3.4 of the Company amount by which the Insurance Proceeds exceed the amount which was paid on the Article III Closing Date, forthwith following collection thereof, with all installments coming due under said note(s) to pay be reduced ratably); and (b) the Repurchase balance of the Purchase Price shall be subject paid in two equal annual installments on the first and second anniversaries, respectively, of the Article III Closing Date. The principal amount of the balance of the Purchase Price remaining from time to time unpaid shall bear interest, payable on the same dates as each installment of principal, at a rate per annum equal to the lowest rate per annum which will not result in any portion of the purchase price of the Shares being deemed to be unstated interest or original issue discount under the provisions of the Code. If pursuant to the previous sentence the interest rate, but for the operation of this sentence, would be zero percent, the interest rate shall be determined as if the sales price was sufficiently high to require application of the unstated interest or original issue discount provisions of the Code. In the event a Management Shareholder is indebted to the Company under a Promissory Note evidencing a portion of the subscription price or option exercise price of his Shares (a "Purchase Money Note"), the aggregate principal balance, and all accrued interest, outstanding under said Purchase Money Note as of the Article III Closing Date shall be offset (x) against the applicable restrictions under Delaware law and those contained in (i) Purchase Price payable by the Stockholders Agreement Company and (iiy) ratably under the Company’s installment payments due and to become due with respect thereto, except that all payments shall be applied first to accrued interest owed under the Purchase Money Note and the remainder to the principal thereof. The portion of the Purchase Price which is not paid on the Article III Closing Date shall be evidenced by a non-negotiable promissory installment note or notes made by the Company and/or other Purchaser of the Shares pursuant to this Article III or Article IV hereof, such note or notes to be in a commercially reasonable form (including, without limitation, rights of acceleration thereunder), providing for payment of the unpaid balance of the Purchase Price and interest thereon, all as herein provided. Each such promissory installment note shall provide that it may be prepaid at any of its Subsidiary’s agreements reflecting Indebtedness (each as amended time or from time to time, andin whole or in part, for the avoidance without premium, penalty or notice. If there is more than one seller of doubtsuch Shares, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence separate note shall be issued to each seller of such Shares. Each note shall provide that a default under any other note made by the maker thereof to a Management Shareholder or event of his Permitted Transferees pursuant to this Article III shall be a default under the Facilities Agreements (without giving effect to any waiver thereof all notes made by the lenders party thereto, unless otherwise expressly agreed maker thereof to for purposes of such Management Shareholder or his Permitted Transferees pursuant to this Agreement Article III. Any notes which are made by the Company) , Management Shareholders or any of the Investors shall be secured by a pledge of the Shares so purchased and shall be with full recourse to the maker, provided, however, that where the maker is a direct or indirect Exempt Transferee or a Permitted Transferee of an Investor or a Management Shareholder (and where such Shares had not been Transferred to an Exempt Transferee or Permitted Transferee pursuant to a transaction where such Exempt Transferee received substantially all of the assets then held by such Investor), then, at the option of the Payee, the note shall be issued with full recourse to the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”)last Investor or Management Shareholder who had owned such Shares. In the event any of the Shares are purchased by any Purchasers, and in the event a Purchase Money Note shall be outstanding as of the Article III Closing Date, the Management Shareholder, on his own behalf and on behalf of his Permitted Transferees, may direct that out of the Purchase Price otherwise payable to such Management Shareholder and/or such Permitted Transferees from such Purchasers, to the extent the Company is has not able purchased Shares and offset the Purchase Money Note against the Purchase Price, funds shall be paid directly to repurchase the Restricted Company in payment of the accrued interest and the unpaid principal amount of Purchase Money Note that would have been offset as provided above if the Company had purchased all of the Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase being purchased by such Restricted Shares shall expire forty-five (45) days after the Termination EventPurchasers.

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any Any indemnification of the Company’s financing agreements Buyer Indemnified Parties or (ii) if the aggregate of payments Seller Indemnified Parties pursuant to Purchaser in any 12-month period would exceed $1 million, the Company this Article 10 shall be permitted effected by wire transfer of immediately available funds from the applicable Persons to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined an account designated in writing by the Board of Directors of applicable Buyer Indemnified Parties or the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser orSeller Indemnified Parties, as the case may be, any Permitted Transfereewithin fifteen (15) calendar days after the final determination thereof, which in the case of a disputed indemnity claim shall take place upon the execution of a written agreement with respect to the Company indemnity claim or a final unappealable order of a court of competent jurisdiction; provided, however, that any Subsidiary indemnification owed by the Seller or the Members to the Buyer Indemnified Parties (other than with respect to Damages related to Excluded Liabilities or breaches of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to timeFundamental Representations, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence representations and warranties contained in Section 4.5, or (z) covenants or other agreements), shall first be satisfied by reducing, at the Buyer’s election in its sole discretion, the amount of the 2011 Contingent Payment, the 2012 Contingent Payment or the principal amount of the Seller Note (or a default combination thereof) in such amount and thereafter by the Seller or event the Members directly. For purposes of default clarity, the Buyer shall be entitled to hold back a portion of any payment otherwise due under the Facilities Agreements (without giving effect Seller Note, the 2011 Contingent Payment or the 2012 Contingent Payment equal to any waiver thereof amount(s) claimed in good faith by a Buyer Indemnified Party pursuant to the terms of this Article 10 unless and until the final determination of such disputed indemnity claim in favor of the Seller, in which case such withheld amounts shall be paid by the lenders party thereto, unless otherwise expressly agreed Buyer to for purposes of this Agreement by the CompanySeller within fifteen (15) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) calendar days after the Termination Eventfinal determination thereof.

Manner of Payment. The Company (a) Any Loss for which Buyer is entitled to indemnification pursuant to Section 7.2(a) shall pay reduce the Repurchase Price number of Indemnity Shares Buyer is obligated to deliver in accordance with the terms of this Agreement. Within ten (10) days after a final determination has been made pursuant to Section 7.3 or Section 7.4 that Buyer is entitled to indemnification for a Loss, Buyer will send a notice to Seller that it is reducing the number of Indemnity Shares issuable under Section 2.4(b) by a number of shares determined by dividing the amount of such Loss by the Agreed Stock Value, rounded up to the nearest whole share. Subject to the other terms and conditions of this Agreement, in the event that the Indemnity Shares are insufficient to cover the amount of any such Loss, the Seller and the Shareholder shall be jointly and severally liable for the Restricted Shares in cash; providedamount of such Loss and shall, that at the sole option of the Seller and the Shareholder, (i) if any payment for turn over to the Restricted Buyer that number of Delivered Shares would violate or cause with a value equal to, based on the Company to violate any covenant or breach any Agreed Stock Value, the amount of such Loss exceeding the value of the Company’s financing agreements or Indemnity Shares applied to such Loss, (ii) if the aggregate deliver such amount by wire transfer of payments to Purchaser in any 12-month period would exceed $1 million, the Company shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note immediately available funds to the Purchaser (or such other instrument as determined account designated by the Board of Directors of Buyer Indemnified Party or (iii) compensate the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price Buyer Indemnified Party for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary excess Loss through a combination of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in subsections (i) the Stockholders Agreement and (ii) above. (b) Any indemnification pursuant to Section 7.1(b) shall be made as a payment by the Company’s Buyer to the relevant Seller Indemnified Party by transfer of immediately available funds to the account designed by the Seller Indemnified Party within ten (10) days of the final determination thereof. (c) Within nineteen (19) months after the Closing Date, the Buyer shall deliver to the Seller or Shareholder, as designated by Shareholder, the Indemnity Shares less any shares that have been deducted therefrom under this Section 7.6, and any shares necessary to cover amounts then under dispute, which such disputed amounts shall be released upon final settlement of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventall disputed claims.

Manner of Payment. The Company Upon notice by Lessor to Lessee, Lessor and Lessee shall use commercially reasonable efforts to cause the RDU Assets (including all Additional Improvements) to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Effective Date (to the extent allowed by Applicable Law). During the Term but subject to the provisions of Section 7.1, Lessor shall pay all Taxes assessed directly against the Repurchase Price for RDU Assets and the Restricted Shares in cash; provided, that (i) if any payment for Additional Improvements directly to the Restricted Shares would violate or applicable taxing authority prior to delinquency and shall promptly thereafter provide Lessee with evidence of such payment. Until such time as Lessor and Lessee can cause the Company RDU Assets and the Additional Improvements to violate be separately assessed as provided above, Lessor shall reimburse Lessee, upon request, for any covenant such Taxes paid by Lessee to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Lessor and Lessee as to the portion of such Taxes attributable to the RDU Assets and the Additional Improvements), subject to the terms of Section 7.1. The certificate issued or breach given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. Lessor may contest the validity or amount of any such Taxes or the valuation of the RDU Assets and/or the Additional Improvements (to the extent any of the Companyforegoing may be separately issued), at Lessor’s financing agreements or (ii) if the aggregate of payments to Purchaser sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with applicable Law. If Lessor contests such items then Lessee shall cooperate with Lessor in any 12-month period would exceed $1 million, such contesting of the Company validity or amount of any such Taxes or the valuation of the RDU Assets and/or the Additional Improvements. Taxes for the first and last years of the Term shall be permitted to pay for prorated between the Restricted Shares by issuing a subordinated promissory note to Parties based on the Purchaser (or portions of such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest years that are coincident with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law tax years and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (for which each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company applicable Party is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventresponsible.

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment Any indemnity payments made pursuant to this Section 9.02 shall be treated for tax purposes as an adjustment to the Restricted Shares would violate or cause Merger Consideration to the Company to violate any covenant or breach any of the Company’s financing agreements or extent such characterization is proper and permissible under relevant tax authorities. (ii) if In the aggregate of payments event that after the Closing a SANZ Party is entitled to Purchaser in any 12-month period would exceed $1 millionan indemnification payment pursuant to Section 9.02(b), the Company such Person shall be permitted to pay for paid by Sun, in its sole discretion, either in cash or through the Restricted Shares by issuing issuance of a subordinated promissory note made by Sun in favor of the Indemnitee, which promissory note shall be in the original aggregate amount equal to the Purchaser (or amount of Losses for which such other instrument Person is entitled to be indemnified and in the form attached hereto as determined by Exhibit M. Until the Board of Directors later of the Company) bearing third anniversary of the Closing and the settlement of all claims for indemnification by a reasonable rate SANZ Party under Section 9.02(b), Sun shall not make any distribution of any capital stock of SANZ to its interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness holders or obligations owed by the Purchaser ormembers, as the case may be, . In no event shall a SANZ Party be deemed to have incurred any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price Loss for which it shall be subject entitled to (xan indemnification payment pursuant to Section 9.02(b) merely as a result of Sun’s election to satisfy an indemnification obligation through the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence issuance of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (promissory note in accordance with the limitations referred to in clauses (x) and (y) terms of this Section 3(e9.02(d)(ii) being herein called rather than through the “Repurchase Restrictions”). delivery of cash. (iii) In the event that after the Company Closing a SANZ Party is not able entitled to repurchase an indemnification payment by Holding pursuant to Section 9.02(a), such Person shall be paid by SANZ in cash or in the Restricted Shares or form of newly issued shares of SANZ Series A Preferred Stock, no par value (the “SANZ Series A Preferred Stock”), with an aggregate liquidation value equal to the amount of Losses for which such Person is entitled to be indemnified. In no event shall a portion thereof SANZ Party be deemed to have incurred any Loss for which it shall be entitled to an indemnification payment pursuant to this Section 9.02 merely as a result of any Repurchase Restriction, SANZ’s election to satisfy an indemnification obligation through the Company’s option to repurchase such Restricted Shares shall expire forty-five issuance of Series A Preferred Stock in accordance with the terms of this Section 9.02(d)(iii) rather than through the delivery of cash. (45iv) days In the event that after the Termination EventClosing a Holding Party is entitled to an indemnification payment pursuant to this Section 9.02(c), such Person shall be paid by SANZ in cash or in the form of newly issued shares of SANZ Series A Preferred Stock, with an aggregate liquidation value equal to the amount of Losses for which such Person is entitled to be indemnified; provided, however, that if a Holding Party is entitled to indemnification because a Holding Shareholder received fewer shares of SANZ Series B Preferred Stock or SANZ Common Stock than such Holding Shareholder was entitled under Section 1.02, SANZ at its election may satisfy such indemnification claim by issuing additional SANZ Common Stock or, if there is an insufficient amount of SANZ Common Stock authorized and unissued and unreserved, by issuing additional SANZ Series B Preferred Stock (or, if such indemnification claim relates to the SANZ Warrant, by substituting a revised Schedule A to the SANZ Warrant). In no event shall a Holding Party be deemed to have incurred any Loss for which it shall be entitled to an indemnification payment pursuant to this Section 9.02 merely as a result of SANZ’s election to satisfy an indemnification obligation through the issuance of Series A Preferred Stock in accordance with the terms of this Section 9.02(d)(iv) rather than through the delivery of cash. (v) Notwithstanding Sections 9.02(d)(ii), 9.02(d)(iii) and 9.02(d)(iv), any costs and expenses of a defense assumed or participated in by anIndemnitor pursuant to Section 9.02(d) shall be paid in cash. (vi) Notwithstanding anything to the contrary contained in this Section 9.02, (a) in no event shall an Indemnitor be liable for any Losses in excess of an aggregate of $2,000,000 and (b) in no event shall an Indemnitor be liable for any Losses unless such Indemnitor’s liability exceeds on a cumulative basis $200,000 (after which point such Indemnitor shall be liable for all Losses in excess of $200,000). (vii) With respect to any indemnity payment made pursuant to Sections 9.02(c)(iii) or 9.02(c)(iv) in shares of SANZ Series A Preferred Stock, SANZ shall deliver the certificate or certificates representing such shares of SANZ Series A Preferred Stock free and clear of all Liens, charges, options, pledges, rights of other parties, voting trusts, proxies, stockholder or similar agreements, encumbrances or restrictions of any nature, other than as may exist under the Ancillary Agreements, and duly endorsed for transfer to the Indemnitee with all requisite transfer stamps (if any) affixed thereto and accompanied by duly executed stock powers.

Manner of Payment. The Company shall pay (a) Each payment (including any prepayment) by the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any Borrower on account of the Company’s financing agreements principal of or (ii) if interest on the aggregate of payments Loans, fees, and any other amount owed to Purchaser in any 12-month period would exceed $1 millionthe Banks or the Administrative Agent under this Agreement, the Company Notes, or the other Loan Documents shall be permitted to pay made not later than 1:00 p.m. (Eastern time) on the date specified for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (payment under this Agreement or such other instrument as determined Loan Document to the Administrative Agent to an account designated by the Board of Directors Administrative Agent, for the account of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contraryBanks, the Company may pay Issuing Bank or the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser orAdministrative Agent, as the case may be, any Permitted Transfereein lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 12:00 noon (Eastern time) shall be deemed received on the next Business Day for purposes of interest accrual. In the case of a payment for the account of a Bank or the Issuing Bank, then, subject to the Company or any Subsidiary provisions of the Company. Notwithstanding any other provision in Section 2.9 of this Agreement, the obligation Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Bank or the Issuing Bank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the Banks and, if appropriate, the Issuing Bank, accordingly, and the Administrative Agent shall not be obligated to make any distributions under this Section 2.8. (b) If any payment under this Agreement or any of the Company to pay the Repurchase Price Notes shall be subject specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (xc) The Borrower may not make payments, in the applicable restrictions aggregate, under Delaware law and those contained in this Agreement (excluding any payments specifically required pursuant to the terms of this Agreement) more than (i) the Stockholders Agreement and two (2) times in any calendar month plus (ii) the Company’s and four (4) additional times in any of its Subsidiary’s agreements reflecting Indebtedness twelve (each as amended from time to time, and, for the avoidance of doubt, including 12) calendar month period. In any credit agreements or other agreements resulting from a refinancing thereof, collectivelyevent, the “Facilities Agreements”Borrower may not make, in the aggregate, more than twenty-eight (28) payments (excluding any payments specifically required pursuant to the terms of this Agreement) under this Agreement in any twelve (12) calendar month period. (d) The Borrower agrees to pay principal, interest, fees, and (y) the absence of a default all other amounts due hereunder or event of default under the Facilities Agreements (Notes and Letter of Credit Obligations without giving effect to set-off or counterclaim or any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventdeduction whatsoever.

Manner of Payment. The Company (a) Any indemnification owing by Sellers pursuant to Section 9.2(a) shall pay the Repurchase Price for the Restricted Shares in cash; provided, that be paid as follows: (i) if first, by offsetting the sum then-currently owed by the Buyer under each Seller Note, pro rata in accordance with each Seller’s Ownership Percentage (subject to any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any of the Company’s financing agreements or applicable limitations in Section 9.7); (ii) if second, to the aggregate extent the balance of payments the Seller Notes is insufficient to Purchaser pay any remaining sums due to the Buyer Indemnified Parties (and subject to any applicable limitations in Section 9.7), by offsetting any 12-month period would exceed $1 millionEarnout Payments and/or Contingent Consideration that is then due and payable; and (iii) third, to the Company extent the Earnout Payments and/or Contingent Consideration are insufficient to pay remaining sums due to the Buyer Indemnified Parties (and subject to any applicable limitations in Section 9.7) Sellers shall pay, jointly and severally, any such amount, by wire transfer of immediately available funds to Buyer, within five (5) Business Days after the determination of the amount owing under this clause ((iii)). (b) Any indemnification owing by a Seller pursuant to Section 9.2(b) shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser paid as follows: (or such other instrument as determined by the Board of Directors of the Companyi) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contraryfirst, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations the sum then-currently owed by the Purchaser orBuyer under each applicable Seller Note, as the case may be, pro rata in accordance with each applicable Seller’s Ownership Percentage (subject to any Permitted Transfereeapplicable limitations in Section 9.7); (ii) second, to the Company or any Subsidiary extent the balance of the Company. Notwithstanding applicable Seller Notes is insufficient to pay any other provision remaining sums due to the Buyer Indemnified Parties (and subject to any applicable limitations in this AgreementSection 9.7), by offsetting any Earnout Payments and/or Contingent Consideration that is then due and payable; and (iii) third, to the obligation extent the Earnout Payments and/or Contingent Consideration are insufficient to pay remaining sums due to the Buyer Indemnified Parties (and subject to any applicable limitations in Section 9.7) each Seller shall pay his or its Ownership Percentage share of any such amount, by wire transfer of immediately available funds to Buyer, within five (5) Business Days after the determination of the Company amount owing under this clause ((a)(iii)). (c) Any indemnification owing pursuant to pay the Repurchase Price Section 9.3 by Buyer shall be subject paid by Buyer in cash by wire transfer of immediately available funds to (x) the applicable restrictions under Delaware law and those contained in Seller Indemnified Party, within ten (i10) Business Days after the Stockholders Agreement and determination of the indemnification amount owing. (iid) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for For the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) provisions of this Section 3(e) being herein called 9.9 affect the “Repurchase Restrictions”). In source and timing of payments of indemnification determined to be payable; and nothing in this Section 9.9 shall be interpreted to restrict or delay the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result making of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventindemnification claims by any Indemnified Party.

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares in cash; providedExcept as otherwise provided herein, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any indemnification of the Company’s financing agreements Buyer Parties or (ii) if the aggregate of payments Seller Parties pursuant to Purchaser in any 12-month period would exceed $1 million, the Company this Section 8.2 shall be permitted to pay for the Restricted Shares effected by issuing a subordinated promissory note to the Purchaser (wire transfer of immediately available funds from Sellers or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser orBuyer, as the case may be, to an account(s) designated by the applicable Buyer Party or Seller Party, as the case may be, within ten days after the determination thereof. Any such indemnification payments shall include interest at the Applicable Rate calculated on the basis of the actual number of days elapsed over 360, from the date any Permitted Transferee, such Loss is suffered or sustained to the Company or any Subsidiary date of payment. Any amounts owing from Sellers pursuant to this Section 8.2 shall first be made to the Company. Notwithstanding any other provision extent possible from the Escrow Funds (as defined in this the Escrow Agreement, ) in the obligation of Escrow Account (as defined in the Company to pay the Repurchase Price Escrow Agreement) and thereafter shall be subject to (x) the applicable restrictions under Delaware law and those contained made directly by Sellers in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (accordance with the limitations referred to in clauses (x) and (y) terms of this Section 3(e8.2(c); PROVIDED THAT amounts (if any) being herein called owing from Sellers to any Buyer Party pursuant to Section 2.3 hereof shall be made from the “Repurchase Restrictions”)Escrow Funds only with the prior written consent of Buyer. In The Buyer Parties shall be entitled to (but shall not be required to) set-off any amounts due or payable to any of the event that Buyer Parties by Sellers pursuant to this Section 8.2 against any amounts otherwise due and payable by any of the Company is Buyer Parties or any of their Affiliates to Sellers; PROVIDED THAT the Buyer Parties may only set-off amounts after such amounts are finally determined to be due under Section 8.8 in the case of a Dispute or if such amounts are not able disputed by the Sellers. All indemnification payments under this Section 8.2 shall be deemed adjustments to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45Purchase Price set forth in Section 2.3(a) days after the Termination Eventhereof.

Manner of Payment. The Company Except with respect to Loans incurred in connection with any Refinancing Amendment, Extension Offer or Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Loans pursuant to this Section 2.4(b) shall pay be applied as between series, Classes or tranches of Loans on a pro rata basis, unless otherwise required by this Agreement or as directed by the Repurchase Price for Borrowers to the Restricted extent not otherwise prohibited by this Agreement (provided that (1) any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness permitted to be issued under Sections 2.18 and 6.1 shall be applied solely to each applicable Class of Refinanced Debt, (2) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans and (3) no prepayment of Loans may be directed to a later maturing Class of Loans without at least a pro rata repayment of any related earlier maturing Classes); (B) with respect to each Class of Loans, each prepayment pursuant to clauses (i) through (v) of this Section 2.4(b) shall be applied as directed by the Borrowers (or in the absence of direction from the Borrowers to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.3 in direct order of maturity (without premium or penalty except as expressly contemplated by Section 2.4(b)(ix))); and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares in cashof such prepayment. Such prepayments shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class or Classes being prepaid irrespective of whether such outstanding Loans are Base Rate Loans or SOFR Loans; provided, that (i) if any payment for no Lenders exercise the Restricted Shares would violate or cause the Company right to violate any covenant or breach any of the Company’s financing agreements or (ii) if the aggregate of payments decline a prepayment offer pursuant to Purchaser in any 12-month period would exceed $1 millionSection 2.4(b)(viii), then, with respect to such mandatory prepayment, the Company amount of such mandatory prepayment within any tranche or Class of Loans shall be permitted applied first to pay for the Restricted Shares by issuing a subordinated promissory note Loans of such tranche or Class that are Base Rate Loans to the Purchaser (full extent thereof before application to Loans of such tranche or such other instrument as determined Class that are SOFR Loans in a manner that minimizes the amount of any payments required to be made by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence Borrower pursuant to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Event2.13.

Manner of Payment. The Company Any indemnification of the Indemnified Parties pursuant to Section 8.01 shall pay the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause be paid by the Company by wire transfer of immediately available funds to violate any covenant or breach any an account designated by the applicable Purchaser. Notwithstanding the foregoing to the contrary, if the Company delivers to such Purchaser an opinion of outside counsel of the Company’s financing agreements Company (a "BLOCKAGE OPINION"), relying upon any facts provided by the Company and cited in such opinion, in form and substance reasonably satisfactory to such Purchaser, to the effect that a Contractual Obligation governing the Company or (ii) if its Subsidiaries' Indebtedness would prohibit the aggregate Company from paying all or any portion of payments to Purchaser in any 12-month period would exceed $1 millionan indemnification payment as described above, the Company shall be permitted to promptly pay for the Restricted Shares prohibited portion of such payment (the "BLOCKAGE AMOUNT") by issuing a subordinated promissory note to the such Purchaser (or such other instrument as its designee) that number of shares of Indemnification Stock determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in dividing (i) the Stockholders Agreement Blockage Amount by (ii) $3,000. Each Blockage Opinion shall describe in reasonable detail the basis for any prohibition on the relevant indemnification payment, which description shall, among other things, identify the relevant Contractual Obligations. The Company agrees that at such time as the prohibitions described in any Blockage Opinion would no longer prohibit the payment by the Company in cash of the applicable indemnification payment, the Company shall repurchase from such Purchaser (or its Permitted Transferees) the maximum number of Indemnification Shares permitted to be repurchased by the Company under applicable law. If the Company's (or its Subsidiaries') funds which are legally available for repurchase of the Indemnification Shares are insufficient to repurchase all of the Indemnification Shares outstanding, (i) the Company shall use commercially reasonably efforts to arrange for financing sufficient to repurchase all of the Indemnification Shares outstanding and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able unable to arrange for such financing, at any time thereafter when additional funds of the Company (or its Subsidiaries) are legally available for the repurchase of the Indemnification Shares, such funds will immediately be used to repurchase the Restricted balance of the Indemnification Shares or a portion thereof as a result of any Repurchase Restrictionwhich the Company has become obligated to repurchase hereunder but which it has not repurchased. For purposes hereof, the Company’s option term "INDEMNIFICATION SHARES" shall mean all shares of Indemnification Stock issued pursuant to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventthis Section 9.04.

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any Any indemnification of the Company’s financing agreements Purchaser Indemnified Parties or (ii) if the aggregate of payments Seller Indemnified Parties pursuant to Purchaser in any 12-month period would exceed $1 million, the Company this ARTICLE 8 shall be permitted to pay for effected by wire transfer of immediately available funds from the Restricted Shares by issuing a subordinated promissory note to the Purchaser (Seller or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser orPurchaser, as the case may be, to an account designated by Purchaser or Seller, as the case may be, as promptly as possible (but within ten (10) days) after the determination thereof. The amount of any Permitted TransfereeLoss for which indemnification is provided under this ARTICLE 8 shall be reduced, to including retroactively, by the Company amount of any insurance proceeds actually received or any Subsidiary net benefit regarding Taxes actually realized in the taxable year of such Loss or any prior taxable year, as calculated on a with and without basis (a “Tax Benefit”) by the Indemnitee (or any Purchaser Indemnified Party or Seller Indemnified Party, as applicable) on account of the Companyspecific matter giving rise to such Loss. Notwithstanding any other provision in this Agreement, Without limiting the obligation generality of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in foregoing, if (i) the Stockholders Agreement Indemnitee (or any Purchaser Indemnified Party or Seller Indemnified Party, as applicable) receives from or on behalf of an Indemnitor, or an Indemnitor pays on behalf of the Indemnitee (or any Purchaser Indemnified Party or Seller Indemnified Party, as applicable), a payment regarding a Loss in accordance with this ARTICLE 8, and (ii) the Company’s Indemnitee (or any Purchaser Indemnified Party or Seller Indemnified Party, as applicable) actually receives any insurance proceeds or Tax Benefit on account of the specific matter giving rise to such Loss, then such Indemnitee (on its own behalf and on behalf of any Purchaser Indemnified Party or Seller Indemnified Party, as applicable) will promptly pay to the Indemnitor the amount of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to timesuch insurance proceeds or Tax Benefit or, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectivelyif less, the “Facilities Agreements”amount of the indemnification payment that was made by or on behalf of the Indemnitor with respect to such matter. The amount of such insurance proceeds or Tax Benefit will be net of any costs and expenses incurred by the Indemnitee (or any Purchaser Indemnified Party or Seller Indemnified Party, as applicable) in procuring the same and (y) the absence of a default or event of default under the Facilities Agreements (without after giving effect to the identified impact of such recovery on insurance premiums or other costs of insurance. Each Party will use its commercially reasonable efforts to recover all insurance proceeds relating to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of Losses indemnifiable hereunder under any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventapplicable insurance policy.

Manner of Payment. The If the Company elects to purchase all or any portion of such Executive Units, including Executive Units held by one or more of Executive’s Transferees, then, within 90 days following the delivery of the Company Repurchase Notice, the Company shall pay for such Executive Units, at the Repurchase Price for the Restricted Shares in cash; providedCompany’s option, that (i) if any payment for only in the Restricted Shares would violate or cause event the Company’s and its Subsidiaries’ debt financing agreements restrict the Company from repurchasing such Executive Units, with a subordinated promissory note of the Company, which subordinated promissory note shall (x) bear interest at the prime rate (as published from time to time in The Wall Street Journal, electronic edition) (compounded calendar quarterly and which shall be payable annually in cash unless otherwise prohibited), (y) have all principal payments due promptly following such time as the Company’s debt financing agreements permit the Company to violate make such repurchase in cash (but in no event later than the fifth anniversary of the date of issuance of such promissory note) and prior to the payment of any covenant dividends or breach other distributions on any of the Company’s financing agreements equity securities, and (z) be subordinated on terms and conditions satisfactory to the holders of the Company’s or its Subsidiaries’ indebtedness for borrowed money (but only to the extent required by the terms of such indebtedness), (ii) if by certified check or wire transfer of funds, (iii) by delivery of a number of shares of common stock of VH Holdings having a Fair Market Value equal to the aggregate repurchase price for such Executive Units (the “Repurchase Shares”); provided that, in the event any Repurchase Shares are issued, promptly following the closing of payments to Purchaser in any 12-month period would exceed $1 millionthe repurchase transaction, the Company shall be permitted direct VH Holdings and VH Holdings shall accordingly redeem, and the holder of such Repurchase Shares shall sell to pay VH Holdings, all of the Repurchase Shares for an aggregate amount equal to the aggregate repurchase price for the Restricted Shares by issuing Executive Units (or the portion thereof previously assigned to the Repurchase Shares), which amount shall be paid in cash unless the conditions of clause (i) of this Section 3(g) shall have been met, in which case, such amount may be paid through the issuance of a subordinated promissory note of VH Holdings containing and subject to the Purchaser (or such other instrument same terms as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything provided in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in clause (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e3(g), or (iv) being herein called any combination of the “Repurchase Restrictions”)foregoing. In If an Institutional Investor elects to purchase all or any portion of the event that the Company is not able to repurchase the Restricted Shares Remaining Executive Units, such Institutional Investor shall pay for such Executive Units by certified check or a portion thereof as a result wire transfer of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventfunds.

Manner of Payment. The Company (a) Each payment by the Borrowers on account of the principal of or interest on the Revolving Credit Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement with respect to the Revolving Credit Loans, the Swingline Loans, the Letters of Credit, any Revolving Credit Note or the Swingline Note shall pay be made not later than 1:00 p.m. (Charlotte time) on the Repurchase Price date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent's Office for the Restricted Shares account of the Lenders (other than as set forth below) pro rata --- ---- in cash; providedaccordance with their respective Revolving Credit Commitment Percentages (except as specified below), that in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever, (ib) if each payment by the Borrowers on account of the principal of or interest on the Term A Loans or of any payment fee, commission or other amounts payable to the Lenders under this Agreement with respect to the Term A Loans or any Term A Note shall be made in like manner, except for the Restricted Shares would violate or cause the Company to violate any covenant or breach any account of the Company’s financing agreements Lenders pro rata in --- ---- accordance with their respective Term A Loan Percentages, (c) each payment by the Borrowers on account of the principal of or interest on the Term B Loans or of any fee, commission or other amounts payable to the Lenders under this Agreement with respect to the Term B Loans or any Term B Note shall be made in like manner, except for the account of the Lenders pro rata in accordance with their respective Term B Loan --- ---- Percentages, (iid) if each payment by the aggregate Borrowers on account of payments any fee, commission or other amounts (including the Aggregator Reimbursement Obligation) payable to Purchaser the Lenders under this Agreement with respect to the Aggregator Letters of Credit shall be made in like manner, except for the account of the Lenders pro --- rata in accordance with their respective Aggregator L/C Percentages, and (e) any 12-month period would exceed $1 million---- other amounts payable to the Lenders under this Agreement shall be made in like manner, except for the account of the Lenders pro rata based on their respective share in the Obligation with respect to which such payment was received. Any payment received after such time but before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such date for the purposes of Section 12.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Company Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such --- ---- Lender's Revolving Credit Commitment Percentage, Term A Loan Percentage, Term B Loan Percentage or Aggregator L/C Percentage, as applicable, (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants' commissions shall be permitted to pay made in like manner, but for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board of Directors account of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in Issuing Lender or the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser orL/C Participants, as the case may be, any Permitted Transferee, and each payment to the Company Administrative Agent of the Aggregator Issuing Lender's fees or Aggregator L/C Participants' commissions shall be made in like manner, but for the account of the Aggregator Issuing Lender or the Aggregator L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent. Each payment to the Administrative Agent of with respect to the Swingline Note (including, without limitation, the Swingline Lender's fees or expenses) shall be made for the account of the Swingline Lender. Any amount payable to any Lender under Sections 5.8, 5.9, 5.10, 5.11 or 14.2 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 5.1(b)(ii), if any payment under this Agreement or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price Note shall be subject specified to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from be made upon a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company day which is not able to repurchase a Business Day, it shall be made on the Restricted Shares or next succeeding day which is a portion thereof as a result Business Day and such extension of time shall in such case be included in computing any Repurchase Restriction, the Company’s option to repurchase interest if payable along with such Restricted Shares shall expire forty-five (45) days after the Termination Eventpayment.

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any Any indemnification of the Company’s financing agreements or (ii) if the aggregate of payments Seller Indemnified Parties pursuant to Purchaser in any 12-month period would exceed $1 million, the Company this Article 8 shall be permitted effected by wire transfer of immediately available funds from Purchaser to pay for an account designated by Seller within ten days after the Restricted Shares by issuing a subordinated promissory note to determination thereof. Any indemnification of the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence Indemnified Parties pursuant to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price Article 8 shall be subject to effected by (x) first, as a corresponding reduction in the applicable restrictions under Delaware law and those contained in (i) outstanding interest then due pursuant to the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to timePromissory Note, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) second, as a corresponding reduction in the absence amount of a default or event of default outstanding principal pursuant to the Promissory Note, and (z) following such time as the amounts due under the Facilities Agreements Promissory Note have been reduced to $0, by wire transfer of immediately available funds from Seller to an account designated by Purchaser within ten days after the determination thereof. The amount of any Loss for which indemnification is provided under this Article 8 shall be reduced, including retroactively, by the amount of any insurance proceeds, any net benefit regarding Taxes actually realized in the taxable year of such Loss or any prior taxable year, as calculated on a with and without basis (without a “Tax Benefit”) or other amount or benefit received, directly or indirectly, by the Indemnitee (or any Purchaser Indemnified Party or Seller Indemnified Party, as applicable) regarding such Loss. Without limiting the generality of the foregoing, if (a) the Indemnitee (or any Purchaser Indemnified Party or Seller Indemnified Party, as applicable) receives from or on behalf of an Indemnitor, or an Indemnitor pays on behalf of the Indemnitee (or any Purchaser Indemnified Party or Seller Indemnified Party, as applicable), a payment regarding a Loss, and (b) the Indemnitee (or any Purchaser Indemnified Party or Seller Indemnified Party, as applicable) receives, directly or indirectly, any insurance proceeds, Tax Benefit or other amount or benefit regarding such Loss, then such Indemnitee (on its own behalf and on behalf of any Purchaser Indemnified Party or Seller Indemnified Party, as applicable) will promptly pay to the Indemnitor the amount of such insurance proceeds, Tax Benefit or other amount or benefit, or, if less, the amount of such payment. The amount of such insurance proceeds, Tax Benefit or other amount or benefit received will be net of any costs and expenses incurred by the Indemnitee (or any Purchaser Indemnified Party or Seller Indemnified Party, as applicable) in procuring the same and after giving effect to the identified impact of such recovery on insurance premiums or other costs of insurance. Each Party will use its commercially reasonable efforts to recover all insurance proceeds relating to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination EventLosses under each applicable insurance policy.

Manner of Payment. The Company (i) Any monetary indemnification claim of Purchaser Indemnified Party against Seller which is judicially determined or agreed to be due and owing pursuant to the terms and conditions of this Article VIII shall pay be satisfied solely by offsetting the Repurchase Price for amount of the Restricted Shares indemnification obligation against the Seller Distribution to which Seller is entitled pursuant to the Operating Agreement and the EPE Certificate of Designation; provided, that such offset shall not exceed the maximum permitted offset pursuant to the Operating Agreement and the EPE Certificate of Designation. Any remaining indemnification obligation shall be offset against future Seller Distributions in cashaccordance with the proviso of the immediately preceding sentence. Seller expressly consents and agrees to any offset of the Seller Distribution permitted to be made by Purchasers pursuant to and in accordance with this Section 8.7(c)(i) and, subject to Section 8.7(c)(ii) below, hereby waives any right in law or equity to contest any such offset (other than any contest regarding the amount of any indemnification claim properly giving rise to such offset). Except as set forth in this Section 8.7(c)(i), no Purchaser Indemnified Party shall have recourse against any asset of Seller or any of its Affiliates in respect of any of the obligations under this Article VIII or otherwise. (ii) Notwithstanding clause (i) above: (A) two-thirds (2/3) of the aggregate amount of any monetary indemnification claim of a Purchaser Indemnified Party against Seller that is determined or agreed to be due and owing pursuant to a judicial determination, or a Final Determination, as defined in Code Section 1313, the expiration of the applicable statute of limitations, or a binding settlement agreement with the Internal Revenue Service, or in the case of an audit of a tax that is not a United States Federal income tax, a judicial determination, expiration of the applicable statute of limitations or a binding settlement agreement with such taxing authority in respect of a breach by Seller of Section 4.9(a) (EPE Taxes) or pursuant to Section 6.5 (Tax Matters), shall not be subject to offset against Seller Distributions in accordance with Section 8.7(c)(i) above, and instead shall be satisfied by Seller in cash with the remaining one-third (1/3) of such aggregate amount of any monetary indemnification claim of a Purchaser Indemnified Party being subject to the offset provisions in Section 8.7(c)(i) above; provided, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any Seller does not pay such cash amount in satisfaction of the Company’s financing agreements or two-thirds (ii2/3) if the of such aggregate amount of payments to any monetary indemnification claim of a Purchaser in any 12-month period would exceed $1 million, the Company shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board Indemnified Party within 20 Business Days of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed written request by the Purchaser orIndemnified Party, the Purchaser Indemnified Party shall at such time be entitled to recover the entire amount of such claim (both the two-thirds and the one-third together comprising the entire amount of such monetary indemnification claim of a Purchaser Indemnified Party) directly from Seller in cash; (B) any claim of a Purchaser Indemnified Party against Seller in respect of a (I) breach by Seller of Section 4.9(b) (Seller Taxes) or (II) any tax audit of EPE, Seller or Seller’s Affiliates which has commenced prior to the Closing and is open as of the Closing, in either case, for which indemnification is determined or agreed to be due and owing pursuant to a judicial determination, a Final Determination, as defined in Code Section 1313, the expiration of the applicable statute of limitations, or a binding settlement agreement with the Internal Revenue Service, or in the case may beof an audit of a tax that is not a United States Federal income tax, any Permitted Transfereea judicial determination, to the Company or any Subsidiary expiration of the Company. Notwithstanding any other provision in this Agreementapplicable statute of limitations or a binding settlement agreement with such taxing authority, the obligation of the Company to pay the Repurchase Price shall not be subject to Section 8.7(c)(i) above and shall be satisfied in full by Seller in cash; (xC) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence claim of a default or event Purchaser Indemnified Party against Seller pursuant to Section 8.3(a)(ii) other than in respect of default under breaches of covenants and agreements to the Facilities Agreements extent to be performed prior to Closing that are not willful on the part of Seller shall not be subject to Section 8.7(c)(i) above and shall be satisfied in full by Seller in cash; and (without giving effect D) any claim of a Purchaser Indemnified Party against Seller for a breach of Section 8.9 shall not be subject to any waiver thereof Section 8.7(c)(i) above and shall be satisfied in full by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to Seller in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventcash.

Manner of Payment. The Company shall pay (a) Buyer may set off all or any portion of any amount to which any Buyer Indemnified Party may be entitled under this Article XI or Article XII (other than an Escrow Limited Claim) against any amount otherwise payable (other than amounts payable under, or pursuant to, Employment Agreements) by the Repurchase Price for the Restricted Shares in cash; providedCompany, that (i) if any payment for the Restricted Shares would violate Buyer or cause the Company to violate any covenant or breach any of the Company’s financing agreements or (ii) if the aggregate of payments their respective Affiliates to Purchaser in any 12-month period would exceed $1 millionSeller, the Company Seller Shareholders or the Shareholders. The exercise of such set-off right in good faith shall be permitted to pay for the Restricted Shares by issuing not constitute a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default breach or event of default under the Facilities Agreements (without giving effect this Agreement or any Contract relating to any waiver thereof amount against which the set-off is applied. In addition to, and not in limitation of Buyer’s right of set-off under this Section 11.13, Buyer may elect in its sole discretion to recover all or any portion of any amount to which any Buyer Indemnified Party may be entitled under this Article XI or Article XII from the Escrow Funds until such funds are exhausted and then, in respect of a claim that is not an Escrow Limited Claim, may, subject to the other limitations contained in this Article XI, recover any additional amount to which any Buyer Indemnified Party is entitled under this Article XI or Article XII directly from Seller, the Seller Shareholders and the Shareholders. (b) For or in respect of any Escrow Limited Claim, the sole right of recovery of any Buyer Indemnified Party shall be from the Escrow Funds. (c) Buyer and Seller hereby agree to provide joint instructions to the Escrow Agent so that distributions from the Escrow Funds can be made by the lenders party thereto, unless otherwise expressly agreed Escrow Agent to for purposes of this Agreement by the Company) (applicable Buyer Indemnified Party or Seller Indemnified Party in accordance with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called 11.13 unless the “Repurchase Restrictions”). In entitlement of the event that the Company Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, in respect of such Loss is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventin dispute.

Manner of Payment. The Company Any indemnification pursuant to this ARTICLE VII or ARTICLE VIII shall pay the Repurchase Price for the Restricted Shares in cash; provided, that be effected (i) if any payment for in the Restricted Shares would violate or cause the Company to violate any covenant or breach any case of an indemnification claim resolved by agreement of the Company’s financing agreements parties or pursuant to a final, non-appealable order of a court of competent jurisdiction in favor of a Seller Indemnified Party, by wire transfer of immediately available funds from Buyer to an account(s) designated in writing by Seller within fifteen (ii15) if days after the aggregate of payments to Purchaser in any 12-month period would exceed $1 million, the Company shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement determination thereof and (ii) in the Company’s and any case of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time an indemnification claim resolved by agreement of the parties or pursuant to timea final, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence non-appealable order of a default or event court of default under the Facilities Agreements competent jurisdiction in favor of a Buyer Indemnified Party, by wire transfer of immediately available funds from Seller to an account(s) designated in writing by such Buyer Indemnified Party within fifteen (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (4515) days after the Termination Eventdetermination thereof; provided that any indemnification owed by Seller to the Buyer Indemnified Parties pursuant to (ii) above shall first be satisfied out of the Escrow Accounts pursuant to the terms of the Escrow Agreement or by cancelling amounts owing by Buyer or any of its subsidiaries to Seller or any of its Affiliates under the Buyer Debt Facility Agreement up to $4,600,000 (less any indemnification claims paid from the Debt Escrow Account or previous amounts offset against amounts owing by Buyer or any of its subsidiaries to Seller under the Buyer Debt Facility Agreement in respect of indemnification claims hereunder).

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares in cash; provided(a) Except as otherwise stated herein, that any indemnification payment owed pursuant to this Agreement (i) if in the case of any payment for amount owed to any Buyer Indemnitee shall be effected by (A) first, the Restricted Shares would violate applicable Buyer notifying the Escrow Agent to pay to such Buyer Indemnitee, as applicable, by cashier’s check or cause certified check or by wire transfer of immediately available U.S. funds, the Company to violate amount of any covenant or breach any such Loss from the General Escrow (as such term is defined in the Escrow Agreement entered into by and between the Parties and JPMorgan Chase Bank, NA, as the Escrow Agent, at Closing) together with the accrued interest thereon from the date of final determination of the Companyamount of such Loss; (B) second, to the extent either the remaining funds held under the Escrow Agreement are no longer available (for whatever reason) or are insufficient to cover the amount of any such Loss, then Scepter, SHI, and Eco One shall jointly and severally pay to such Buyer Indemnitee, as applicable, by cashier’s financing agreements check or certified check or by wire transfer of immediately available U.S. funds, the amount of any such Loss (and the accrued interest thereon from the date of final determination of the amount of such Loss) net of any amount of such Loss paid from the General Escrow, and (ii) if in the aggregate case of payments any amount owed to Purchaser in any 12-month period would exceed $1 milliona Seller Indemnitee, Crown Canada or Crown US, as applicable, shall pay to such Seller Indemnitee by cashier’s check or certified check or by wire transfer of immediately available U.S. funds, the Company shall be permitted to pay for amount of any such Loss (and the Restricted Shares by issuing a subordinated promissory note accrued interest thereon from the date of final determination of the amount of such Loss). Notwithstanding any provision to the Purchaser contrary herein, in no event shall the payment of any funds from the General Escrow limit any other remedies any Buyer Indemnitee may have against any of Scepter, SHI and Eco One. (or such other instrument as determined by b) For any payment that becomes due under the Board terms of Directors of the Company) bearing this Agreement, interest shall accrue at a reasonable rate of interest with per annum equal to the “prime rate” in effect from time to time (as published by the Wall Street Journal) from the date such payment is due until the date of payment (and any interest accrued thereon) is fully paid. Interest on any such unpaid amount hereunder shall be compounded semi-annually and computed on the basis of a term 360-day year. (c) All indemnification payments to be made pursuant to this Agreement shall be made in U.S. dollars and, if necessary, the amount of not more than 5 years. Notwithstanding anything in any such indemnification payment shall be determined by converting the amount due into U.S. dollars by applying the exchange rate published by the Wall Street Journal for the close of business on the day immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary date of final determination of the Company. Notwithstanding amount of the indemnification payment. (d) In connection with the payment of any other provision in indemnification claim under this Agreement, the obligation Parties shall mutually agree upon an allocation of such payment amount to either the Company to pay Scepter Acquisition or the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s Eco One Acquisition, and any of its Subsidiary’s agreements reflecting Indebtedness (each indemnification payment made by any Party will be treated as amended from time an adjustment to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default Purchase Price under the Facilities Agreements (without giving effect to any waiver thereof by Scepter Purchase Agreement or the lenders party thereto, unless otherwise expressly agreed to for purposes of this Eco One Purchase Agreement by the Company) (in accordance with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventallocation.

Manner of Payment. The Company Except as otherwise provided herein, any indemnification payments to the Buyer Parties pursuant to Section 9.2(a) above shall pay first be made to the Repurchase Price for extent possible from the Restricted Shares Escrow Funds in the Escrow Account (as defined in the Escrow Agreement) and thereafter shall be made directly by Contributing Sellers in cash; provided, on a several but not joint basis on the basis of each Seller's Indemnification Share. If Buyer or Holdings is unable to recover cash from any Seller as described in the preceding sentence within 10 days after delivery of written notice to the Sellers' Representative (and to the extent practicable a confirmatory phone call to the Sellers' Representative to confirm receipt of such notice), Buyer or Holdings may recover directly from that Seller through surrendering shares or portions of shares of Holdings Securities held by such Seller or such Seller's transferees with a value equal to the amount of any such unsatisfied portion of such Loss. Except as otherwise provided herein, any indemnification payments to any of the Buyer Parties pursuant to Section 9.2(b) above shall be made by check or wire transfer of immediately available funds from such Seller to an account designated by the applicable Buyer Party. If Buyer or Holdings is unable to recover cash from such Seller as described in the preceding sentence within 10 days after delivery of written notice to the Sellers' Representative (and to the extent practicable a confirmatory phone call to the Sellers' Representative to confirm receipt of such notice), Buyer or Holdings may, at their option, recover the amount of such portion of such Loss (i) if any payment for from the Restricted Shares would violate or cause Escrow Funds in the Company to violate any covenant or breach any of the Company’s financing agreements or Escrow Account and/or (ii) if directly from such Seller through surrendering shares or portions of shares of Holdings Securities held by such Seller or such Seller's transferees with a value equal to the aggregate amount of any such unsatisfied portion of such Loss. Except as otherwise provided herein, any indemnification payments of the Buyer Parties pursuant to Purchaser in any 12-month period would exceed $1 million, the Company Section 9.2(c) above shall be permitted to pay for the Restricted Shares effected by issuing a subordinated promissory note check or wire transfer of immediately available funds from Buyer to the Purchaser Sellers' Representative, on behalf of the Sellers. In the event any Seller (or such other instrument as determined by the Board Seller's transferee(s)) is required to surrender any shares (or portions thereof) of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contraryHoldings Securities, the Company may pay the Repurchase Price for number of shares (or portions thereof) of Holdings Securities to be surrendered by any such Restricted Shares by offsetting amounts outstanding under any indebtedness Seller (or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price such Seller's transferee(s)) shall be subject have an aggregate value equal to (x) the applicable restrictions under Delaware law and those contained in (i) amount of the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time indemnification payment required to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and be made by such Seller divided by (y) the absence fair market value of a default such Holdings Securities as determined by Holdings' board of directors in its reasonable discretion. Any shares of Holdings Securities surrendered pursuant to this Section 9.2(d) shall be in the ratio of one (1) share of Holdings Preferred Stock to the number of shares of Holdings Common Stock equal to (A) the Holdings Common Percentage divided by (B) the Holdings Preferred Percentage multiplied by 10,000. Any Seller required to surrender shares (or portions thereof) of Holdings Securities pursuant to this paragraph (d) shall promptly deliver (but in no event more than 10 days after valid demand for delivery of default under such certificates has been given to the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the CompanySellers' Representative) (with or cause to be delivered by such Seller's transferee(s)) to Holdings (or if held by Holdings as custodian on behalf of such Seller pursuant to the limitations referred to in clauses Stockholders Agreement shall request that Holdings release for surrender) the stock certificate(s) representing such Seller's shares (xor such Seller's transferee(s) and (yshares) of Holdings Securities for cancellation, together with duly executed forms of assignment sufficient to transfer title thereto to Holdings or Buyer. Upon receipt of such stock certificate(s) from such Seller or such Seller's transferee(s), Holdings shall issue a new stock certificate to such Seller or its permitted transferee evidencing the number of shares of each class of Holdings Securities delivered to Buyer on behalf of such Seller pursuant to the preceding sentence less the number of shares of each class of Holdings Securities to be surrendered to Buyer pursuant to this paragraph (d). All indemnification payments under this Section 3(e) being herein called 9.2 shall be deemed adjustments to the “Repurchase Restrictions”Total Value and the Cash Purchase Price set forth in Section 2.3(a). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Event.

Manner of Payment. The Company Except with respect to Loans incurred in connection with any Refinancing Amendment, Extension Offer or Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Loans pursuant to this Section 2.4(b) shall pay be applied as between series, Classes or tranches of Loans on a pro rata basis, unless otherwise required by this Agreement or as directed by the Repurchase Price for Borrower to the Restricted extent not otherwise prohibited by this Agreement (provided that (1) any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness permitted to be issued under Sections 2.18 and 6.1 shall be applied solely to each applicable Class of Refinanced Debt, (2) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans and (3) no prepayment of Loans may be directed to a later maturing Class of Loans without at least a pro rata repayment of any related earlier maturing Classes); (B) with respect to each Class of Loans, each prepayment pursuant to clauses (i) through (v) of this Section 2.4(b) shall be applied as directed by the Borrower (or in the absence of direction from the Borrower to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.3 in direct order of maturity (without premium or penalty except as expressly contemplated by Section 2.4(b)(ix))); and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares in cashof such prepayment. Such prepayments shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class or Classes being prepaid irrespective of whether such outstanding Loans are Base Rate Loans or SOFR Loans; provided, that (i) if any payment for no Lenders exercise the Restricted Shares would violate or cause the Company right to violate any covenant or breach any of the Company’s financing agreements or (ii) if the aggregate of payments decline a prepayment offer pursuant to Purchaser in any 12-month period would exceed $1 millionSection 2.4(b)(viii), then, with respect to such mandatory prepayment, the Company amount of such mandatory prepayment within any tranche or Class of Loans shall be permitted applied first to pay for the Restricted Shares by issuing a subordinated promissory note Loans of such tranche or Class that are Base Rate Loans to the Purchaser (full extent thereof before application to Loans of such tranche or such other instrument as determined Class that are SOFR Loans in a manner that minimizes the amount of any payments required to be made by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence Borrower pursuant to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Event2.13.

Manner of Payment. At Closing, the cash portion of the Closing Purchase Price shall be paid by the Buyer as follows: (a) Buyer shall deposit the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) (the “Indemnity Escrow”) into an interest-bearing escrow account maintained by Buyer’s counsel, Axxxxx & Gxxxxxx, P.C. (the “Escrow Agent”). The Company Escrow Agent shall pay invest, hold, deal with and distribute the Repurchase Price Indemnity Escrow pursuant to the terms and provisions of an Escrow Agreement which contains terms and conditions which are reasonably satisfactory to the Members, the Buyer, and the Escrow Agent (the “Indemnity Escrow Agreement”). The Indemnity Escrow shall be held by the Escrow Agent until the eighteen (18) month anniversary of the Closing Date, subject to the terms of the Escrow Agreement, to serve as an escrow fund for the Restricted Shares in cash; providedpayment of any Losses for which any Buyer Indemnitee is entitled to indemnification pursuant to Section 10.2. (b) To the extent that, that (i) if any payment for at the Restricted Shares would violate or cause the Company to violate any covenant or breach any time of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 millionClosing, the Company shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note has any outstanding or potentially outstanding obligations with regard to the Purchaser Paycheck Protection Program (or such other instrument as determined by “PPP Loan”), Buyer shall deposit with the Board of Directors of lender which provided the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, PPP Loan to the Company or any Subsidiary (the “PPP Lender”) in an amount equal to Two Million Dollars ($2,000,000.00) (the “PPP Escrow”). The PPP Escrow shall be held by the PPP Lender pursuant to an escrow agreement by and among the Company, the Buyer, and the PPP Lender (the “PPP Escrow Agreement”). The terms of the Company. Notwithstanding any other provision in PPP Escrow Agreement, this Agreement, and the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained actions taken in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver furtherance thereof by the lenders party theretoparties thereto shall at all times be in compliance with the guidance provided by the United States Small Business Administration pursuant to Procedural Notice 5000-20057 and all other applicable Laws; (c) To the extent that any Company Encumbrances are in existence at the time of Closing, unless otherwise expressly agreed Buyer shall pay any amount necessary to for purposes any Person necessary to remove such Encumbrances from the Base Purchase Price pursuant to such documents as may be provided by the Company and Members under Section 2.3(g); (d) The remaining balance (as it may be adjusted in accordance with the terms of this Agreement Agreement) shall be paid to the Members in accordance with their respective pro rata shares as set forth on Section 5.4 of the Disclosure Schedule in the form of immediately available funds by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventwire transfer.

Manner of Payment. The Company shall pay 26.3.1 Subject to the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any provisions of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 millionthis clause 26, the Company Tariff Fee shall be permitted deemed to be earned by the Host, and the Guest’s corresponding liability to pay for shall arise, as and when the Restricted Shares Guest's Petroleum Product passes through the Final Valve. 26.3.2 An invoice will be rendered by issuing a subordinated promissory note the Host to the Purchaser Guest on the 3rd (or such other instrument as determined third) business day after the end of every month ("Invoice") which will set out the Tariff Fee and Duties reimbursements to be made by the Board Guest in respect of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence month. The Tariff Fee and the Duties reimbursements relating to such Invoice shall be made by the Guest to the contraryHost within 15 (fifteen) days after the end of the month to which such Invoice relates while this Agreement is in place. 26.3.3 Should any payment under or arising from this Agreement fail to be made on the due date therefor then, without prejudice to such other rights as may accrue to the Host consequent upon such failure, such overdue amounts will bear interest at a rate which is 200 (two hundred) basis points above the Prime Rate, from the due date for payment to the date of actual payment, both dates inclusive. 26.3.4 Notwithstanding the foregoing, if the Guest disputes the amount payable in respect of any Invoice, the Company may Guest shall nevertheless pay the Repurchase Price full amount payable in terms of such Invoice with any adjustments being accounted for in terms of clause 26.3.5, and the Parties shall endeavour in good faith to resolve the dispute with respect to such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by Invoice as soon as practicable. Failing resolution within 7 (seven) days after the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary Host becoming aware of the Company. Notwithstanding any other provision in this Agreementdispute, the obligation of the Company dispute will be settled in accordance with clause 14.2. 26.3.5 Any adjustment required to pay the Repurchase Price shall be subject made to (x) the applicable restrictions under Delaware law and those contained an amount specified in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof an Invoice arising as a result of the resolution of a dispute in accordance with clause 26.3.4 will, so far as practical, be reflected in the Host’s next Invoice. 26.3.6 The Guest shall under no circumstances be entitled to set-off or deduct or withhold any Repurchase Restriction, amounts that are to be paid by the Company’s option Guest to repurchase the Host in terms of this Agreement against any amount that the Host may be obliged to pay to the Guest whether in terms of this Agreement or otherwise. 26.3.7 The Guest will pay the Host by way of an electronic bank transfer into a bank account as may be nominated by the Host in writing from time to time or in such Restricted Shares shall expire forty-five (45) days after other manner as the Termination EventParties may agree in writing.

Manner of Payment. The Company (a) Upon presentation by Seller to Buyer of a registration record in respect of the Assets issued by the Science Park Administration, Hsinchu Science Park ("HSPA") indicating that the Assets are unencumbered by any chattel mortgages of any sort, including those in favor of Chinatrust Commercial Bank and Far Glory Life Insurance Co., Ltd. securing the original respective amounts of Six Hundred Sixty Million New Taiwan Dollars (NT$660,000,000) and Two Hundred Forty Million New Taiwan Dollars (NT$240,000,000), Buyer shall pay Six Million United States Dollars (US$6,000,000) representing the Repurchase Price for Purchase Price, to a joint account in the Restricted Shares name of both Seller and Buyer ("Escrow Account") maintained with The Hongkong and Shanghai Banking Corporation Limited acting as escrow agent as contemplated by this Agreement ("Escrow Agent"). (b) The monies held in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause Escrow Account shall be held with the Company to violate any covenant or breach any Escrow Agent in accordance with the Escrow Agreement. Before and during Removal of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 millionAssets, the Company following shall occur: (1) Buyer shall instruct its shipper to provide an estimate of the number of containers required to Remove each Asset; (2) The Buyer and Seller shall allocate the Purchase Price among the Assets as set forth in Schedule 1 prior to the Commencement of Closing, and the allocation shall be permitted to pay for the Restricted Shares by issuing updated in such a subordinated promissory note to the Purchaser (or such other instrument manner as determined by Buyer with the Board prior consent of Directors Seller, which shall not be unreasonably withheld; (3) On Removal of a container containing part of an Asset, Buyer and Seller shall forthwith give joint instructions to the Escrow Agent to pay to the Seller that fraction of the Companyallocated price referred to in Section 2.2(b)(2) bearing represented by the number of containers estimated to be required in subsection 2.2(b)(1) above; June 24, 2004 ------------- (4) On Removal of a reasonable rate of interest with a term of not container containing one or more than 5 years. Notwithstanding anything Assets in the immediately preceding sentence their entirety, Buyer and Seller shall forthwith give joint instructions to the contrary, Escrow Agent to pay to the Company may pay Seller the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed value of the Assets in subsection 2.2(b)(2) above; (5) If the actual number of containers required to Remove an Asset exceeds the number estimated by the Purchaser orshipper in subsection 2.2(b)(1), as Buyer may Remove the case may be, any Permitted Transferee, to the Company or any Subsidiary remainder of the Company. Notwithstanding any other provision Asset at will; and (6) If the actual number of containers required to Remove an Asset is less than the number estimated by the shipper in this Agreementsubsection 2.2(b)(1), Buyer and Seller shall forthwith instruct the obligation of the Company Escrow Agent to pay the Repurchase Price shall be subject to (xbalance attributable as calculated in subsection 2.2(b)(2) when the applicable restrictions under Delaware law and those contained in (i) last container containing the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company Asset is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination EventRemoved.

Manner of Payment. The If the Company elects to purchase all or any portion of such Executive Units, including Executive Units held by one or more of Executive's Transferees, then, within 30 days following the delivery of the Company Repurchase Notice or, in the event Executive challenges the determination of Fair Market Value as provided for in the definition thereof in Section 9, within 15 days following such final determination, the Company shall pay for such Executive Units, at the Repurchase Price for the Restricted Shares in cash; providedCompany's option, that (i) if any payment for only in the Restricted Shares would violate or cause event the Company's and its Subsidiaries' debt financing agreements restrict the Company from repurchasing such Executive Units, with a subordinated promissory note of the Company, which subordinated promissory note shall (x) bear interest at the prime rate (as published from time to time in The Wall Street Journal, electronic edition) (compounded calendar quarterly and which shall be payable annually in cash unless otherwise prohibited), (y) have all principal payments due promptly following such time as the Company's debt financing agreements permit the Company to violate make such repurchase in cash (but in no event later than the fifth anniversary of the date of issuance of such promissory note) and prior to the payment of any covenant dividends or breach other distributions on any of the Company’s financing agreements 's equity securities and (z) be subordinated on terms and conditions satisfactory to the holders of the Company's or its Subsidiaries' indebtedness for borrowed money (but only to the extent required by the terms of such indebtedness), (ii) if by certified check or wire transfer of funds, (iii) by delivery of a number of shares of common stock of VH Holdings having a Fair Market Value equal to the aggregate repurchase price for such Executive Units (the "Repurchase Shares"); provided that, in the event any Repurchase Shares are issued, promptly following the closing of payments to Purchaser in any 12-month period would exceed $1 millionthe repurchase transaction, the Company [shall]7 [may]8 direct VH Holdings and VH Holdings [shall]9 [may]10 accordingly redeem, and the holder of such Repurchase Shares shall sell to VH Holdings, all of the Repurchase Shares for an aggregate 7 This language is included in Xx. Xxxxxxxxx'x agreement. 8 This language is included in the agreements with Xx. Xxxxxx, Xx. Xxxxxxx, Xx. Xxxxx, Xx. Xxxxxxxx, Xx. Xxxxxxx and Xx. Xxxxxxx. 9 This language is included in Xx. Xxxxxxxxx'x agreement. 10 This language is included in the agreements with Xx. Xxxxxx, Xx. Xxxxxxx, Xx. Xxxxx, Xx. Xxxxxxxx, Xx. Xxxxxxx and Xx. Xxxxxxx. amount equal to the aggregate repurchase price for the Executive Units (or the portion thereof previously assigned to the Repurchase Shares), which amount shall be permitted to pay for paid in cash unless the Restricted Shares by issuing conditions of clause (i) of this Section 3(g) shall have been met, in which case, such amount may be paid through the issuance of a subordinated promissory note to of VH Holdings containing the Purchaser (or such other instrument same terms as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything provided in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in clause (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e3(g), or (iv) being herein called any combination of the “foregoing. If an Institutional Investor elects to purchase all or any portion of the Remaining Executive Units, such Institutional Investor shall pay for such Executive Units by certified check or wire transfer of funds within 30 days following the delivery of the Investor Repurchase Restrictions”). In Notice or, in the event that Executive challenges the Company is not able to repurchase determination of Fair Market Value as provided for in the Restricted Shares or a portion definition thereof as a result of any Repurchase Restrictionin Section 9, the Company’s option to repurchase within 15 days following such Restricted Shares shall expire forty-five (45) days after the Termination Eventfinal determination.

Manner of Payment. The Company shall pay the Repurchase Price for the Restricted Shares in cash; provided, that Parties acknowledge and agree that: (ia) if With respect to Buyer Losses under Section 8.1(a)(i) relating to a breach or inaccuracy of any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any of the Company’s financing agreements or (ii) if the aggregate of payments to Purchaser in any 12-month period would exceed $1 million, the Company shall be permitted to pay for the Restricted Shares representation and warranty made by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding Green Plains under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation Buyer Indemnified Parties shall, after the R&W Retention under the R&W Insurance Policy has been satisfied, look solely to the R&W Insurance Policy to cover any indemnification obligations by or of Green Plains to a Buyer Indemnified Party (if and to the Company extent covered thereby). (b) Notwithstanding Section 8.6(a) above, with respect to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in Buyer Losses that both (i) are not covered by the Stockholders Agreement R&W Insurance Policy (whether due to exclusions from coverage, the policy limit being reached or otherwise) and (ii) the Company’s and any either (1) arise out of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time or are related to time, and, for the avoidance of doubt, including any credit agreements a breach or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence inaccuracy of a default or event of default under representation and warranty made by Green Plains with respect to the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes Company as set forth in Article 3 of this Agreement arising out of or related to facts, events, circumstances and/or occurrences occurring prior to and as of the Prior Closing Date, or (2) arise out of or are related to a breach or inaccuracy of a representation and warranty made by Green Plains as set forth in Article 4 of this Agreement arising out of or related to facts, events, circumstances and/or occurrences occurring prior to and as of the Closing Date, the Buyer Indemnified Parties shall, after the R&W Retention under the R&W Insurance Policy has been satisfied, look (A) first, to the R&W Insurance Policy to cover any indemnification obligations by or of Green Plains to a Buyer Indemnified Party (if and to the extent covered thereby), and (B) then, to the extent such indemnifiable Losses are not covered by the CompanyR&W Insurance Policy (whether due to exclusions from coverage, the policy limit being reached or otherwise), to Green Plains directly. 53 (c) (with the limitations referred to in clauses (xNotwithstanding Sections 8.6(a) and (y8.6(b) above, with respect to Buyer Losses arising out of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares breaches or a portion thereof as a result inaccuracies of any Repurchase RestrictionFundamental Representations and Special Representations, the Company’s option Buyer Indemnified Parties shall look (i) first, to repurchase Green Plains directly until the R&W Retention under the R&W Insurance Policy has been reached, (ii) second, to the R&W Insurance Policy to cover any indemnification obligations by or of Green Plains to a Buyer Indemnified Party (if and to the extent covered thereby), and (iii) then, to the extent such Restricted Shares shall expire forty-five indemnifiable Losses are not covered by the R&W Insurance Policy (45) days after whether due to exclusions from coverage, the Termination Eventpolicy limit being reached or otherwise), to Green Plains directly.

Manner of Payment. The Company After giving effect to, and otherwise subject to, the limitations set forth in Section 10.3: (a) With respect to Losses incurred pursuant to Section 10.2(a)(i), Section 10.2(a)(ii), and/or Section 10.2(b)(i), other than any Losses arising out of, relating to, or resulting from, Fraud, the Purchaser Indemnified Parties shall pay be entitled to recover such Losses, first, from the Repurchase Price for then-remaining Indemnification Escrow Funds pursuant to the Restricted Shares terms of the Escrow Agreement, and only after the Indemnification Escrow Amount is exhausted, the Purchaser Indemnified Parties shall be entitled to recover such Losses, second, from the RWI Policy. With respect to Losses arising out of, relating to, or resulting from, claims in cash; providedrespect of Section 10.2(a)(iv) and Section 10.2(b)(iii), that the Purchaser Indemnified Parties shall be entitled to recover such Losses, first, from the then-remaining Indemnification Escrow Funds pursuant to the terms of the Escrow Agreement, and, only after the Indemnification Escrow Amount is exhausted, the Purchaser Indemnified Parties shall be entitled to recover such Losses, second, directly from (ix) Sellers on a several but not joint basis (pro rata based on each Seller’s Pro Rata Percentage) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any of the Company’s financing agreements indemnifiable under Section 10.2(a), or (iiy) the breaching Seller, if indemnifiable under Section 10.2(b), in each case, until the aggregate of payments to Purchaser in any 12-month period would exceed $1 millionretention amount under the RWI Policy has been eroded, third, from the Company shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted TransfereeRWI Policy, to the Company extent the RWI Policy covers such claim and the underwriter responds in satisfaction with respect to such claim, and, if the RWI Policy is exhausted or any Subsidiary of the Company. Notwithstanding any other provision RWI Policy does not cover such claim or the underwriter does not respond in this Agreementsatisfaction with respect to such claims, the obligation of the Company to pay the Repurchase Price Purchaser Indemnified Parties shall be subject entitled to recover such Losses, fourth, directly from (x) the applicable restrictions Sellers on a several but not joint basis (pro rata based on each Seller’s Pro Rata Percentage), if indemnifiable under Delaware law and those contained in Section 10.2(a), or (iy) the Stockholders Agreement breaching Seller, if indemnifiable under Section 10.2(b). With respect to ​ ​ Losses arising out of, relating to, or resulting from, claims in respect of Section 10.2(a)(iii), Section 10.2(a)(v), and Section 10.2(b)(ii), the Purchaser Indemnified Parties shall be entitled to recover such Losses directly from (iix) Sellers on a several but not joint basis (pro rata based on each Seller’s Pro Rata Percentage) if indemnifiable under Section 10.2(a), or (y) the Company’s and breaching Seller, if indemnifiable under Section 10.2(b). (b) Subject to the limitations in Section 10.3, any direct indemnification obligations of its Subsidiary’s agreements reflecting Indebtedness any Indemnitor under Article X (each as amended from time to time, and, which for the avoidance of doubt, including shall not include any credit agreements claims with respect to Losses incurred pursuant to Section 10.2(a)(i), Section 10.2(a)(ii), and/or Section 10.2(b)(i), other than any Losses arising out of, relating to, or other agreements resulting from a refinancing thereoffrom, collectivelyFraud) shall be paid to the Indemnitee, the “Facilities Agreements”) and (y) the absence by wire transfer of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party theretoimmediately available funds, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-within five (455) days after Business Days following the Termination Eventfinal determination of Losses for the applicable indemnification claim, pursuant to Section 10.5 or Section 11.1(e), as applicable.

Manner of Payment. The Company shall pay (a) Each payment (including any prepayment) by the Repurchase Price for the Restricted Shares in cash; provided, that (i) if any payment for the Restricted Shares would violate or cause the Company to violate any covenant or breach any Borrower on account of the Company’s financing agreements principal of or (ii) if interest on the aggregate of payments Loans, fees, and any other amount owed to Purchaser in any 12-month period would exceed $1 millionthe Banks or the Administrative Agent under this Agreement, the Company Notes, or the other Loan Documents shall be permitted to pay made not later than 1:00 p.m.(Eastern time) on the date specified for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (payment under this Agreement or such other instrument as determined Loan Document to the Administrative Agent to an account designated by the Board of Directors Administrative Agent, for the account of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contraryBanks, the Company may pay Issuing Bank or the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser orAdministrative Agent, as the case may be, any Permitted Transfereein lawful money of the United States of America in immediately available funds. Any payment received by the Administrative Agent after 12:00 noon (Eastern time) shall be deemed received on the next Business Day for purposes of interest accrual. In the case of a payment for the account of a Bank or the Issuing Bank, then, subject to the Company or any Subsidiary provisions of the Company. Notwithstanding any other provision in Section 2.9 of this Agreement, the obligation Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Bank or the Issuing Bank. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the Banks and, if appropriate, the Issuing Bank, accordingly, and the Administrative Agent shall not be obligated to make any distributions under this Section 2.8. (b) If any payment under this Agreement or any of the Company to pay the Repurchase Price Notes shall be subject specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (xc) The Borrower may not make payments, in the applicable restrictions aggregate, under Delaware law and those contained in this Agreement (excluding any payments specifically required pursuant to the terms of this Agreement) more than (i) the Stockholders Agreement and two (2) times in any calendar month plus (ii) the Company’s and four (4) additional times in any of its Subsidiary’s agreements reflecting Indebtedness twelve (each as amended from time to time, and, for the avoidance of doubt, including 12) calendar month period. In any credit agreements or other agreements resulting from a refinancing thereof, collectivelyevent, the “Facilities Agreements”Borrower may not make, in the aggregate, more than twenty-eight (28) payments (excluding any payments specifically required pursuant to the terms of this Agreement) under this Agreement in any twelve (12) calendar month period. (d) The Borrower agrees to pay principal, interest, fees, and (y) the absence of a default all other amounts due hereunder or event of default under the Facilities Agreements (Notes and Letter of Credit Obligations without giving effect to set-off or counterclaim or any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventdeduction whatsoever.

Manner of Payment. The Company Except with respect to Loans incurred in connection with any Refinancing Amendment, Extension Offer or Incremental Amendment (which may be prepaid on a less than pro rata basis in accordance with its terms), (A) each prepayment of Loans pursuant to this ‎Section 2.4(b) shall pay be applied as between series, Classes or tranches of Loans on a pro rata basis, unless otherwise required by this Agreement or as directed by the Repurchase Price for Borrower to the Restricted extent not otherwise prohibited by this Agreement (provided that (1) any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness permitted to be issued under Sections 2.18 and 6.1 shall be applied solely to each applicable Class of Refinanced Debt, (2) any Class of Incremental Loans may specify that one or more other Classes of Loans and Incremental Loans may be prepaid prior to such Class of Incremental Loans and (3) no prepayment of Loans may be directed to a later maturing Class of Loans without at least a pro rata repayment of any related earlier maturing Classes); (B) with respect to each Class of Loans, each prepayment pursuant to clauses (i) through (v) of this Section 2.4(b) shall be applied as directed by the Borrower (or in the absence of direction from the Borrower to the scheduled installments of principal thereof following the date of prepayment pursuant to Section 2.3 in direct order of maturity (without premium or penalty except as expressly contemplated by Section 2.4(b)(ix))); and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares in cashof such prepayment. Such prepayments shall be applied on a pro rata basis to the then outstanding Loans of the applicable Class or Classes being prepaid irrespective of whether such outstanding Loans are Base Rate Loans or LIBOR Rate Loans; provided, that (i) if any payment for no Lenders exercise the Restricted Shares would violate or cause the Company right to violate any covenant or breach any of the Company’s financing agreements or (ii) if the aggregate of payments decline a prepayment offer pursuant to Purchaser in any 12-month period would exceed $1 millionSection 2.4(b)(viii), then, with respect to such mandatory prepayment, the Company amount of such mandatory prepayment within any tranche or Class of Loans shall be permitted applied first to pay for the Restricted Shares by issuing a subordinated promissory note Loans of such tranche or Class that are Base Rate Loans to the Purchaser (full extent thereof before application to Loans of such tranche or such other instrument as determined Class that are LIBOR Rate Loans in a manner that minimizes the amount of any payments required to be made by the Board of Directors of the Company) bearing a reasonable rate of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence Borrower pursuant to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser or, as the case may be, any Permitted Transferee, to the Company or any Subsidiary of the Company. Notwithstanding any other provision in this Agreement, the obligation of the Company to pay the Repurchase Price shall be subject to (x) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Event2.13.

Manner of Payment. The Company Except as otherwise provided herein, any indemnification of the Buyer Parties or Seller Parties pursuant to this Section 8.2 shall pay be effected by wire transfer of immediately available funds from one or more of the Repurchase Price for Seller Parties or Buyer, as the Restricted Shares in cash; providedcase may be, that to an account(s) designated by the applicable Buyer Party or Seller Party, as the case may be, within ten days after the determination thereof. Any such indemnification payments shall include interest at the Applicable Rate calculated on the basis of the actual number of days elapsed over 360, from the date any such Loss is suffered or sustained to the date of payment. Any amounts owing from the Seller Parties pursuant to this Section 8.2 shall first be made (i) one-half from the Escrow Funds (as defined in the Escrow Agreement) in the Escrow Account (as defined in the Escrow Agreement) or the Letter of Credit (as defined in the Escrow Agreement), but only to the extent that Escrow Funds still exist or the Letter of Credit is still outstanding; PROVIDED THAT amounts (if any) owing from the Seller Parties to any payment for Buyer Party pursuant to Section 2.4 above shall be made from the Restricted Shares would violate or cause Escrow Funds only with the Company to violate any covenant or breach any prior written consent of the Company’s financing agreements or Buyer, and (ii) if by delivery by the Seller Parties to Buyer of a certificate or certificates representing Executive Securities having an aggregate value (based on the cost of payments such shares to Purchaser the Seller Party as of the Closing), equal to one-half of the amount owing, duly endorsed in any 12-month period would exceed $1 million, the Company blank or accompanied by duly executed stock powers); and thereafter shall be permitted to pay for the Restricted Shares by issuing a subordinated promissory note to the Purchaser (or such other instrument as determined made directly by the Board Seller Parties in accordance with the terms of Directors this Section 8.2(c); PROVIDED THAT after the termination of the Company) bearing a reasonable rate Escrow or the Letter of interest with a term of not more than 5 years. Notwithstanding anything in the immediately preceding sentence to the contrary, the Company may pay the Repurchase Price for such Restricted Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Purchaser orCredit, as the case may be, any Permitted Transfereeamounts owing from the Seller Parties to any Buyer Party pursuant to this Section 8.2 may be made by the Seller Parties, at their option, by paying cash in the amount of the deemed value of the Executive Securities transferred to a Buyer Party under this Section 8.2. As security for the Seller Parties indemnification obligations hereunder, each of Xxxxxxxx, Xxxxxxxx and AsTraKel shall execute a Pledge Agreement in the form attached hereto as EXHIBIT I, which will grant to Buyer a security interest in the Executive Securities. The Buyer Parties shall be entitled to (but shall not be required to) set-off any amounts due or payable to any of the Buyer Parties by the Seller Parties pursuant to this Section 8.2 against any amounts otherwise due and payable by any of the Buyer Parties or any of their Affiliates to the Company or Seller Parties (including any Subsidiary amounts payable by Buyer in respect of the Companyits capital stock). Notwithstanding any other provision in All indemnification payments under this Agreement, the obligation of the Company to pay the Repurchase Price Section 8.2 shall be subject deemed adjustments to (xthe Purchase Price set forth in Section 2.4(a) the applicable restrictions under Delaware law and those contained in (i) the Stockholders Agreement and (ii) the Company’s and any of its Subsidiary’s agreements reflecting Indebtedness (each as amended from time to time, and, for the avoidance of doubt, including any credit agreements or other agreements resulting from a refinancing thereof, collectively, the “Facilities Agreements”) and (y) the absence of a default or event of default under the Facilities Agreements (without giving effect to any waiver thereof by the lenders party thereto, unless otherwise expressly agreed to for purposes of this Agreement by the Company) (with the limitations referred to in clauses (x) and (y) of this Section 3(e) being herein called the “Repurchase Restrictions”). In the event that the Company is not able to repurchase the Restricted Shares or a portion thereof as a result of any Repurchase Restriction, the Company’s option to repurchase such Restricted Shares shall expire forty-five (45) days after the Termination Eventabove.