Common use of Payment Deferral Clause in Contracts

Payment Deferral. (a) Notwithstanding anything to the contrary provided herein, to the extent that, at the time any TRA Payment becomes due and payable hereunder, (i) the Corporate Taxpayer Group is not permitted, pursuant to the terms of any outstanding or committed indebtedness for borrowed money to make such TRA Payment, or if, after making such TRA Payment, the Corporate Taxpayer Group would be in breach or default under the terms of any such indebtedness, or (ii) (A) the Corporate Taxpayer does not have the cash on hand to make such TRA Payment, and (B) the Corporate Taxpayer is not able to obtain cash from the Corporate Taxpayer Group to fund such TRA Payment because (1) the Corporate Taxpayer Group is not permitted, pursuant to the terms of any such indebtedness, to make tax distributions or similar payments to the Corporate Taxpayer to allow it to make such TRA Payment, or if, after making such TRA Payment, the Corporate Taxpayer Group would be in breach or default under the terms of any such indebtedness or (2) the applicable member of the Corporate Taxpayer Group does not have the cash on hand to make the payment described in clause (1) above, then, in each case, upon prior notice to the Holders’ Representative, the Corporate Taxpayer shall be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable. (b) If the Corporate Taxpayer defers any TRA Payment (or portion thereof) pursuant to Section 5.3(a), such deferred amount shall accrue interest at the Agreed Rate, from the date that such amounts originally became due and owing pursuant to the terms hereof to the Payment Date, compounded annually, and such deferred amounts shall not be treated as late payments or as a breach of any obligation under this Agreement.

Payment Deferral. (a) Notwithstanding anything to the contrary provided herein, to the extent that, at the time any TRA Payment becomes due and payable hereunder, (i) the Corporate Taxpayer Group Company is not permitted, pursuant to the terms of any its outstanding or committed indebtedness for borrowed money Indebtedness to make such TRA Payment, or if, after making such TRA Payment, the Corporate Taxpayer Group Company would be in breach or default under the terms of any such indebtednessits outstanding Indebtedness, or (ii) (A1) the Corporate Taxpayer Company does not have the cash on hand to make such TRA PaymentPayment and is not permitted to borrow cash to fund such TRA Payment under the terms of its outstanding Indebtedness, and (B2) the Corporate Taxpayer Company is not able to obtain cash from the Corporate Taxpayer Group its Subsidiaries to fund such TRA Payment because (1A) the Corporate Taxpayer Group applicable Subsidiary is not permitted, pursuant to the terms of any such indebtednessits outstanding Indebtedness, to pay dividends, make tax distributions loans or similar otherwise make payments to the Corporate Taxpayer Company to allow it to make such TRA Payment, or if, after making such TRA Payment, the Corporate Taxpayer Group applicable Subsidiary would be in breach or default under the terms of any such indebtedness or its outstanding Indebtedness, (2B) the applicable member of Subsidiary is not permitted, pursuant to applicable law, to pay dividends, make loans or otherwise make payments to the Corporate Taxpayer Group Company to allow it to make such TRA Payment, or (C) the applicable Subsidiary does not have the cash on hand to make the payment or dividend described in clause clauses (1A) aboveor (B) above and is not permitted to borrow cash to fund such payment under the terms of its outstanding Indebtedness, then, in each case, upon prior notice the Company shall, by delivering a Deferral Attestation to the Holders’ RepresentativeTransfer Agent along with a copy of the Accountant Attestation for such TRA Payment, by the Corporate Taxpayer shall date such TRA Payment becomes due and payable hereunder (assuming for purposes of determining such date that the Announcement Date with respect to such TRA Payment is the thirtieth (30th) day after the Company Tax Return Due Date With Extensions for the applicable Subject Taxable Year), be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable. (b) If the Corporate Taxpayer Company defers any TRA Payment (or portion thereof) pursuant to Section 5.3(a4.2(a), such deferred amount shall accrue interest at the Agreed Rate, from the date that such amounts originally became due and owing pursuant to the terms hereof (assuming for purposes of determining such date that the Announcement Date with respect to such TRA Payment is the thirtieth (30th) day after the Company Tax Return Due Date With Extensions for the applicable Subject Taxable Year) to the Payment Date, compounded annuallyat the end of each calendar quarter. (c) If the Transfer Agent receives a Deferral Attestation from the Company pursuant to Section 4.2(a), the Transfer Agent shall promptly deliver a copy of such Deferral Attestation to the Holders. No later than the open of business on the Business Day immediately following delivery of such Deferral Attestation to the Transfer Agent, the Company shall issue a press release for publication on a broadly disseminated news or press release service selected by the Company or file a Current Report on Form 8-K with the SEC disclosing the applicable payment deferral. (i) Within ten (10) Business Days of the condition described in clauses (i) or (ii) of Section 4.2(a) no longer being applicable, the Company shall notify the Holders, in accordance with Section 10.15, (1) that an Additional Tax Payment will be made, (2) the Subject Taxable Year(s) to which such Additional Tax Payment relates, (3) the amount of such Additional Tax Payment, (4) the estimated value of each TRA Right on the TCEH Effective Date and the sum total of prior payments on each TRA Right, and (5) the Record Date and Payment Date for such deferred amounts Additional Tax Payment. No later than the open of business on the Business Day immediately following delivery of such notice, the Company shall not be treated issue a press release for publication on a broadly disseminated news or press release service selected by the Company or file a Current Report on Form 8-K with the SEC containing the information described in clauses (1) through (5) of this Section 4.2(d)(i). (ii) The Company shall, on or before the Announcement Date for an Additional Tax Payment described in Section 4.2(d)(i), deliver to the Transfer Agent a copy of the Accountant Attestation for such Additional Tax Payment (amended to reflect interest accrual pursuant to the deferral as late payments or described in Section 4.2(b)). (iii) Except as a breach of any obligation under this Agreementprovided in Section 2.8, and subject to Sections 2.10 and 10.9, the Company shall, on the Payment Date for an Additional Tax Payment described in Section 4.2(d)(i), deliver such Additional Tax Payment to the Transfer Agent for payment to the Holders in accordance with Section 2.5.

Payment Deferral. (a) Notwithstanding anything to the contrary provided herein, to the extent that, at the time any TRA Payment becomes due and payable hereunder, (i) the Corporate Taxpayer Group is not permitted, pursuant to the terms of any outstanding or committed indebtedness for borrowed money to make such TRA Payment (not including an Early Termination Payment, other than one in connection with a Change in Control or Breach), or if, after making such TRA Payment, the Corporate Taxpayer Group would be in breach or default under the terms of any such indebtedness, or (ii) (A) the Corporate Taxpayer does not have the cash on hand to make such TRA Payment, and (B) the Corporate Taxpayer is not able to obtain cash from the Corporate Taxpayer Group to fund such TRA Payment because (1) the Corporate Taxpayer Group is not permitted, pursuant to the terms of any such indebtedness, to make tax distributions or similar payments to the Corporate Taxpayer to allow it to make such TRA Payment, or if, after making such TRA Payment, the Corporate Taxpayer Group would be in breach or default under the terms of any such indebtedness or (2) the applicable member members of the Corporate Taxpayer Group does do not have the cash on hand to make the payment described in clause (1) above, then, in each case, upon prior notice to the Holders’ Stockholder Representative, the Corporate Taxpayer shall be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable. (b) If the Corporate Taxpayer defers any TRA Payment (or portion thereof) pursuant to Section 5.3(a), such deferred amount shall accrue interest at the Agreed Rate, from the date that such amounts originally became due and owing pursuant to the terms hereof to the Payment Date, compounded annually, and such deferred amounts shall not be treated as late payments or as a breach of any obligation under this Agreement, provided that, for the avoidance of doubt, if Section 5.2 becomes applicable because the conditions described in clauses (i) and (ii) in Section 5.3(a) are no longer applicable and such TRA Payment (or portion thereof) still has not been paid to the Stockholders, then Section 5.2, and not this Section 5.3(b), shall apply for the period commencing on the date on which such conditions are no longer applicable.

Payment Deferral. (a) Notwithstanding Section 4.17, if the Exercise Period for each Right is accelerated due to a proposed Significant Corporate Transaction or Change in Control Transaction and such transaction has not been consummated prior to the expiration of such accelerated Exercise Period, the Company may defer depositing the cash or TCI Series A Shares required to effect the purchase of the MusicCo Series A Common Stock and Distributed Entity Stock surrendered upon exercise of the Rights, pending receipt of an officers' certificate in accordance with this Section 4.13. Notwithstanding anything to the contrary provided contained herein, any such deferral of the purchase of the surrendered shares of MusicCo Series A Common Stock and Distributed Entity Stock shall be conducted in compliance with all applicable laws, including federal and state securities laws. Not less than 10 Business Days prior to the extent thateffective date of the proposed Significant Corporate Transaction, at the time any TRA Payment becomes due and payable hereunder, (i) the Corporate Taxpayer Group unless a shorter period is not permitted, pursuant acceptable to the terms of any outstanding or committed indebtedness for borrowed money to make such TRA Payment, or if, after making such TRA PaymentCompany, the Applicable Entity shall deliver an officers' certificate (an "Applicable Entity Officers' Certificate") signed by its Chairman of the Board and its President to the Company and the Rights Agent, certifying that all conditions precedent to the consummation of the Significant Corporate Taxpayer Group would be Transaction have been satisfied or waived and setting forth the effective date of the proposed Significant Corporate Transaction. Not less than 10 Business Days prior to the effective date of the proposed Change in breach Control Transaction, the Company shall deliver to the Rights Agent an officer's certificate (a "Company Officer's Certificate") signed by its Chairman of the Board, President or default under a Vice President, certifying that all conditions precedent to the terms consummation of any the Change in Control Transaction have been satisfied or waived and setting forth the effective date of the proposed Change in Control Transaction. Promptly following receipt by the Company of an Applicable Entity Officers' Certificate or the delivery by the Company of a Company Officer's Certificate, as the case may be, but in no event later than the effective date specified therein, the Company shall make the deposit of cash or TCI Series A Shares with the Rights Agent required by Section 4.11. Promptly following such indebtednessdeposit, or (ii) (A) the Corporate Taxpayer does not have Rights Agent shall distribute the cash on hand or TCI Series A Shares so deposited to make such TRA Paymentthe Persons entitled to the same as provided in Section 4.11, and (B) deliver the Corporate Taxpayer is not able to obtain cash from certificates for the Corporate Taxpayer Group to fund such TRA Payment because (1) the Corporate Taxpayer Group is not permitted, pursuant MusicCo Common Stock and Distributed Entity Stock to the terms Company as provided in Section 4.08. If the Board of any Directors of the Applicable Entity determines to terminate or abandon the proposed Significant Corporate Transaction or that such indebtednesstransaction will otherwise not be consummated, to make tax distributions or similar payments the Applicable Entity shall promptly following such determination deliver to the Corporate Taxpayer Company and the Rights Agent an Applicable Entity Officers' Certificate to allow it such effect. If the proposed Change in Control Transaction is terminated or abandoned or the Company otherwise determines that such proposed transaction will not be consummated, then the Company shall promptly so notify the Rights Agent by delivering to make the Rights Agent a Company Officer's Certificate to such TRA Paymenteffect. Promptly following receipt by the Rights Agent of such Applicable Entity Officers' Certificate or Company Officer's Certificate, or if, after making such TRA Paymentas the case may be, the Corporate Taxpayer Group would be in breach or default under Rights Agent shall mail to each Holder by first class mail the terms certificates evidencing the shares of any MusicCo Series A Common Stock, the shares of Distributed Entity Stock and the Rights surrendered by such indebtedness or (2) the applicable member of the Corporate Taxpayer Group does not have the cash on hand to make the payment described in clause (1) above, then, in each case, upon prior notice Holder to the Holders’ RepresentativeRights Agent in connection with such accelerated Exercise Period and, if the Corporate Taxpayer shall be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable. (b) If the Corporate Taxpayer defers any TRA Payment (or portion thereof) pursuant to Section 5.3(a), such deferred amount shall accrue interest at the Agreed Rate, from the date that such amounts originally became due and owing pursuant to the terms hereof to the Payment Date, compounded annually, and such deferred amounts shall not be treated as late payments or as a breach of any obligation under this Agreement.Company has

Payment Deferral. (a) Notwithstanding Section 4.17, ---------------- if the Exercise Period for each Right is accelerated due to a proposed Significant Corporate Transaction or Change in Control Transaction and such transaction has not been consummated prior to the expiration of such accelerated Exercise Period, the Company may defer depositing the cash or TCI Series A Shares required to effect the purchase of the MusicCo Series A Common Stock and Distributed Entity Stock surrendered upon exercise of the Rights, pending receipt of an officers' certificate in accordance with this Section 4.13. Notwithstanding anything to the contrary provided contained herein, any such deferral of the purchase of the surrendered shares of MusicCo Series A Common Stock and Distributed Entity Stock shall be conducted in compliance with all applicable laws, including federal and state securities laws. Not less than 10 Business Days prior to the extent thateffective date of the proposed Significant Corporate Transaction, at the time any TRA Payment becomes due and payable hereunder, (i) the Corporate Taxpayer Group unless a shorter period is not permitted, pursuant acceptable to the terms of any outstanding or committed indebtedness for borrowed money to make such TRA Payment, or if, after making such TRA PaymentCompany, the Applicable Entity shall deliver an officers' certificate (an "Applicable Entity Officers' Certificate") signed by its Chairman of the Board and its President to the Company and the Rights Agent, certifying that all conditions precedent to the consummation of the Significant Corporate Taxpayer Group would be Transaction have been satisfied or waived and setting forth the effective date of the proposed Significant Corporate Transaction. Not less than 10 Business Days prior to the effective date of the proposed Change in breach Control Transaction, the Company shall deliver to the Rights Agent an officer's certificate (a "Company Officer's Certificate") signed by its Chairman of the Board, President or default under a Vice President, certifying that all conditions precedent to the terms consummation of any the Change in Control Transaction have been satisfied or waived and setting forth the effective date of the proposed Change in Control Transaction. Promptly following receipt by the Company of an Applicable Entity Officers' Certificate or the delivery by the Company of a Company Officer's Certificate, as the case may be, but in no event later than the effective date specified therein, the Company shall make the deposit of cash or TCI Series A Shares with the Rights Agent required by Section 4.11. Promptly following such indebtednessdeposit, or (ii) (A) the Corporate Taxpayer does not have Rights Agent shall distribute the cash on hand or TCI Series A Shares so deposited to make such TRA Paymentthe Persons entitled to the same as provided in Section 4.11, and (B) deliver the Corporate Taxpayer is not able to obtain cash from certificates for the Corporate Taxpayer Group to fund such TRA Payment because (1) the Corporate Taxpayer Group is not permitted, pursuant to the terms of any such indebtedness, to make tax distributions or similar payments to the Corporate Taxpayer to allow it to make such TRA Payment, or if, after making such TRA Payment, the Corporate Taxpayer Group would be in breach or default under the terms of any such indebtedness or (2) the applicable member of the Corporate Taxpayer Group does not have the cash on hand to make the payment described in clause (1) above, then, in each case, upon prior notice to the Holders’ Representative, the Corporate Taxpayer shall be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable. (b) If the Corporate Taxpayer defers any TRA Payment (or portion thereof) pursuant to Section 5.3(a), such deferred amount shall accrue interest at the Agreed Rate, from the date that such amounts originally became due and owing pursuant to the terms hereof to the Payment Date, compounded annually, and such deferred amounts shall not be treated as late payments or as a breach of any obligation under this Agreement.MusicCo Common

Payment Deferral. (a) Notwithstanding anything to the contrary provided herein, to the extent that, at the time any TRA Payment becomes due and payable hereunder, (i) the Corporate Taxpayer Group is not permitted, pursuant to the terms of any outstanding or committed indebtedness for borrowed money to make such TRA Payment (not including an Early Termination Payment, other than one in connection with a Change in Control or Breach), or if, after making such TRA Payment, the Corporate Taxpayer Group would be in breach or default under the terms of any such indebtedness, or (ii) (A) the Corporate Taxpayer does not have the cash on hand to make such TRA Payment, and (B) the Corporate Taxpayer is not able to obtain cash from the Corporate Taxpayer Group to fund such TRA Payment because (1) the Corporate Taxpayer Group is not permitted, pursuant to the terms of any such indebtedness, to make tax distributions or similar payments to the Corporate Taxpayer to allow it to make such TRA Payment, or if, after making such TRA Payment, the Corporate Taxpayer Group would be in breach or default under the terms of any such indebtedness indebtedness, or (2) the applicable member members of the Corporate Taxpayer Group does do not have the cash on hand to make the payment described in clause (1) above, then, in each case, upon prior notice to the Holders’ RepresentativeStockholder, the Corporate Taxpayer shall be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable. (b) If the Corporate Taxpayer defers any TRA Payment (or portion thereof) pursuant to Section 5.3(a), such deferred amount shall accrue interest at the Agreed Rate, from the date that such amounts originally became due and owing pursuant to the terms hereof to the Payment Date, compounded annually, and such deferred amounts shall not be treated as late payments or as a breach of any obligation under this Agreement, provided that, for the avoidance of doubt, if Section 5.2 becomes applicable because the conditions described in clauses (i) and (ii) in Section 5.3(a) are no longer applicable and such TRA Payment (or portion thereof) still has not been paid to the Stockholder, then Section 5.2, and not this Section 5.3(b), shall apply for the period commencing on the date on which such conditions are no longer applicable. Notwithstanding the foregoing, if any TRA Payment (or portion thereof) is deferred pursuant to the terms of Section 5.3(a) for a period of twelve (12) consecutive months, such deferred amount shall thereupon accrue interest at the Default Rate from and after the last day of such 12-month period.

Payment Deferral. (a) Notwithstanding Section 4.17, if the Exercise ---------------- Period for each Right is accelerated due to a proposed Significant Corporate Transaction or Change in Control Transaction and such transaction has not been consummated prior to the expiration of such accelerated Exercise Period, the Company may defer depositing the cash or TCI Class A Shares required to effect the purchase of the MusicCo Series A Common Stock and Distributed Entity Stock surrendered upon exercise of the Rights, pending receipt of an officers' certificate in accordance with this Section 4.13. Notwithstanding anything to the contrary provided contained herein, any such deferral of the purchase of the surrendered shares of MusicCo Series A Common Stock and Distributed Entity Stock shall be conducted in compliance with all applicable laws, including federal and state securities laws. Not less than 10 Business Days prior to the extent thateffective date of the proposed Significant Corporate Transaction, at the time any TRA Payment becomes due and payable hereunder, (i) the Corporate Taxpayer Group unless a shorter period is not permitted, pursuant acceptable to the terms of any outstanding or committed indebtedness for borrowed money to make such TRA Payment, or if, after making such TRA PaymentCompany, the Applicable Entity shall deliver an officers' certificate (an "Applicable Entity Officers' Certificate") signed by its Chairman of the Board and its President to the Company and the Rights Agent, certifying that all conditions precedent to the consummation of the Significant Corporate Taxpayer Group would be Transaction have been satisfied or waived and setting forth the effective date of the proposed Significant Corporate Transaction. Not less than 10 Business Days prior to the effective date of the proposed Change in breach Control Transaction, the Company shall deliver to the Rights Agent an officer's certificate (a "Company Officer's Certificate") signed by its Chairman of the Board, President or default under a Vice President, certifying that all conditions precedent to the terms consummation of any the Change in Control Transaction have been satisfied or waived and setting forth the effective date of the proposed Change in Control Transaction. Promptly following receipt by the Company of an Applicable Entity Officers' Certificate or the delivery by the Company of a Company Officer's Certificate, as the case may be, but in no event later than the effective date specified therein, the Company shall make the deposit of cash or TCI Series A Shares with the Rights Agent required by Section 4.11. Promptly following such indebtednessdeposit, or (ii) (A) the Corporate Taxpayer does not have Rights Agent shall distribute the cash on hand or TCI Series A Shares so deposited to make such TRA Paymentthe Persons entitled to the same as provided in Section 4.11, and (B) deliver the Corporate Taxpayer is not able to obtain cash from certificates for the Corporate Taxpayer Group to fund such TRA Payment because (1) the Corporate Taxpayer Group is not permitted, pursuant MusicCo Common Stock and Distributed Entity Stock to the terms Company as provided in Section 4.08. If the Board of any Directors of the Applicable Entity determines to terminate or abandon the proposed Significant Corporate Transaction or that such indebtednesstransaction will otherwise not be consummated, to make tax distributions or similar payments the Applicable Entity shall promptly following such determination deliver to the Corporate Taxpayer Company and the Rights Agent an Applicable Entity Officers' Certificate to allow it such effect. If the proposed Change in Control Transaction is terminated or abandoned or the Company otherwise determines that such proposed transaction will not be consummated, then the Company shall promptly so notify the Rights Agent by delivering to make the Rights Agent a Company Officer's Certificate to such TRA Paymenteffect. Promptly following receipt by the Rights Agent of such Applicable Entity Officers' Certificate or Company Officer's Certificate, or if, after making such TRA Paymentas the case may be, the Corporate Taxpayer Group would be Rights Agent shall mail to each Holder by first class mail the certificates evidencing the shares of MusicCo Series A Common Stock, the shares of Distributed Entity Stock and the Rights surrendered by such Holder to the Rights Agent in breach connection with such accelerated Exercise Period and, if the Company has made a deposit of cash or default under TCI Series A Shares with the terms of any Rights Agent in connection with such indebtedness or (2) accelerated Exercise Period, the applicable member of the Corporate Taxpayer Group does not have Rights Agent shall deliver the cash on hand to make the payment described in clause (1) above, then, in each case, upon prior notice or TCI Series A Shares so deposited to the Holders’ Representative, the Corporate Taxpayer shall be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicableCompany. (b) If the Corporate Taxpayer defers any TRA Payment (or portion thereof) pursuant to Section 5.3(a), such deferred amount shall accrue interest at the Agreed Rate, from the date that such amounts originally became due and owing pursuant to the terms hereof to the Payment Date, compounded annually, and such deferred amounts shall not be treated as late payments or as a breach of any obligation under this Agreement.

Payment Deferral. (a) Notwithstanding anything to the contrary provided herein, to the extent that, at the time any TRA Payment becomes due and payable hereunder, (i) the Corporate Taxpayer Group is not permitted, pursuant to the terms of any outstanding or committed indebtedness for borrowed money to make such TRA Payment (not including an Early Termination Payment, other than one in connection with a Change in Control or Breach), or if, after making such TRA Payment, the Corporate Taxpayer Group would be in breach or default under the terms of any such indebtedness, or (ii) (A) the Corporate Taxpayer does not have the cash on hand to make such TRA Payment, and (B) the Corporate Taxpayer is not able to obtain cash from the Corporate Taxpayer Group to fund such TRA Payment because (1) the Corporate Taxpayer Group is not permitted, pursuant to the terms of any such indebtedness, to make tax distributions or similar payments to the Corporate Taxpayer to allow it to make such TRA Payment, or if, after making such TRA Payment, the Corporate Taxpayer Group would be in breach or default under the terms of any such indebtedness or (2) the applicable member members of the Corporate Taxpayer Group does do not have the cash on hand to make the payment described in clause (1) above, then, in each case, upon prior notice to the Holders’ Stockholder Representative, the Corporate Taxpayer shall be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable. (b) If the Corporate Taxpayer defers any TRA Payment (or portion thereof) pursuant to Section 5.3(a), such deferred amount shall accrue interest at the Agreed Rate, from the date that such amounts originally became due and owing pursuant to the terms hereof to the Payment Date, compounded annually, and such deferred amounts shall not be treated as late payments or as a breach of any obligation under this Agreement.

Payment Deferral. (a) Notwithstanding anything to the contrary provided herein, to the extent that, at the time any TRA Payment becomes due and payable hereunder, (i) the Corporate Taxpayer Group Company is not permitted, pursuant to the terms of any its outstanding or committed indebtedness for borrowed money Indebtedness to make such TRA Payment, or if, after making such TRA Payment, the Corporate Taxpayer Group Company would be in breach or default under the terms of any such indebtednessits outstanding Indebtedness, or (ii) (A1) the Corporate Taxpayer Company does not have the cash on hand to make such TRA PaymentPayment and is not permitted to borrow cash to fund such TRA Payment under the terms of its outstanding Indebtedness, and (B2) the Corporate Taxpayer Company is not able to obtain cash from the Corporate Taxpayer Group its Subsidiaries to fund such TRA Payment because (1A) the Corporate Taxpayer Group applicable Subsidiary is not permitted, pursuant to the terms of any such indebtednessits outstanding Indebtedness, to pay dividends, make tax distributions loans or similar otherwise make payments to the Corporate Taxpayer Company to allow it to make such TRA Payment, or if, after making such TRA Payment, the Corporate Taxpayer Group applicable Subsidiary would be in breach or default under the terms of any such indebtedness or its outstanding Indebtedness, (2B) the applicable member of Subsidiary is not permitted, pursuant to applicable law, to pay dividends, make loans or otherwise make payments to the Corporate Taxpayer Group Company to allow it to make such TRA Payment, or (C) the applicable Subsidiary does not have the cash on hand to make the payment or dividend described in clause clauses (1A) aboveor (B) above and is not permitted to borrow cash to fund such payment under the terms of its outstanding Indebtedness, then, in each case, upon prior notice the Company shall, by delivering a Deferral Attestation to the Holders’ RepresentativeTransfer Agent for such TRA Payment, by the Corporate Taxpayer shall date such TRA Payment becomes due and payable hereunder (assuming for purposes of determining such date that the Announcement Date with respect to such TRA Payment is the thirtieth (30th) day after the Company Tax Return Due Date With Extensions for the applicable Subject Taxable Year), be permitted to defer such TRA Payment until the condition described in clauses (i) or (ii) above is no longer applicable. (b) If the Corporate Taxpayer Company defers any TRA Payment (or portion thereof) pursuant to Section 5.3(a4.2(a), such deferred amount shall accrue interest at the Agreed Rate, from the date that such amounts originally became due and owing pursuant to the terms hereof (assuming for purposes of determining such date that the Announcement Date with respect to such TRA Payment is the thirtieth (30th) day after the Company Tax Return Due Date With Extensions for the applicable Subject Taxable Year) to the Payment Date, compounded annuallyat the end of each calendar quarter. (c) If the Transfer Agent receives a Deferral Attestation from the Company pursuant to Section 4.2(a), the Transfer Agent shall promptly deliver a copy of such Deferral Attestation to the Holders. No later than the open of business on the Business Day immediately following delivery of such Deferral Attestation to the Transfer Agent, the Company shall issue a press release for publication on a broadly disseminated news or press release service selected by the Company or file a Current Report on Form 8-K with the SEC disclosing the applicable payment deferral. (i) Within ten (10) Business Days of the condition described in clauses (i) or (ii) of Section 4.2(a) no longer being applicable, the Company shall notify the Holders, in accordance with Section 10.15, (1) that an Additional Tax Payment will be made, (2) the Subject Taxable Year(s) to which such Additional Tax Payment relates, (3) the amount of such Additional Tax Payment, (4) the estimated value of each TRA Right on the TCEH Effective Date and the sum total of prior payments on each TRA Right, and (5) the Record Date and Payment Date for such deferred amounts Additional Tax Payment. No later than the open of business on the Business Day immediately following delivery of such notice, the Company shall not be treated issue a press release for publication on a broadly disseminated news or press release service selected by the Company or file a Current Report on Form 8-K with the SEC containing the information described in clauses (1) through (5) of this Section 4.2(d)(i). (ii) Except as late payments or as a breach of any obligation under this Agreementprovided in Section 2.8, and subject to Sections 2.10 and 10.9, the Company shall, on the Payment Date for an Additional Tax Payment described in Section 4.2(d)(i), deliver such Additional Tax Payment to the Transfer Agent for payment to the Holders in accordance with Section 2.5.