Common use of Deferred Payments Clause in Contracts

Deferred Payments. 3.1.1. Deferred Payments shall include the sums described in clause 2 as well the sums described in clause 3.4.2. 3.1.2. Any Deferred Payments must be redeemed within 5 years (latest until 31. March 2025) irrespective of remaining tenor of each individual Export Financing. 3.1.3. Repayment schedule of Deferred Payments may be determined individually and if remaining tenor of Export Financing is less than 5 years, prolongation of original final maturity of Export Financing is possible. 3.1.4. Deferred Payments shall be accounted for as a new loan tranche ("ECA New Tranche") which shall be made available in several drawdowns and in the form of a stretch facility structured as an additional tranche to the existing Export Financing facility and sharing the security package of the existing Export Financing facility on a pro-rata, pari-passu basis. Each relevant drawdown under the ECA New Tranche shall be made at the same time*, and for the same amount of principal payment, as each relevant Deferred Payment during the Deferral Period under the original Export Financing. Any drawdown fully available to the Company, once all relevant condition precedents are met, shall be cancelled if not used by the Company within 5 business days. [* or as soon as possible in the case described in paragraph 2. whereby the documentation and the CPs for drawdown under the ECA Debt Holiday Tranche may not be completed and in full force and effect by the first repayment otherwise due during the Deferral Period] The ECA New Tranche shall be priced on a floating rate basis according to the underlying Export Financing Loan Agreement and at the same margin as the one defined in the Export Financing Loan Agreement, with a separate repayment schedule. For Export Financing with a remaining tenor of more than 5 years, the Debt Holiday Tranche should be repaid in up to 8 equal half-yearly instalments beginning on the first regular repayment date after 1 April 2021 (other arrangements possible) due under the relevant Export Financing if no other repayment scheduled has been agreed and approved by the ECA. Voluntary prepayments of the ECA New Tranche are permitted at any time, if during interest period breakage cost may apply. 3.1.5. Additional imputed/calculative funding cost incurred by funding provider (Lender) due to Deferred Payments shall be borne by the borrower (or Company). Each funding provider may quote and charge its individual imputed/calculative funding cost, as may be governed by the underlying Loan Agreement. Commitment fees shall be due and payable under the ECA New Tranche from the date of effectiveness of the ECA New Tranche at the rate applicable under the Export Financing Loan Agreement.

Deferred Payments. 3.1.1On each of the first anniversary and the second anniversary of the Closing Date (each, a "Deferred Payment Date"), Buyer shall pay to Seller, as additional Purchase Price, an additional payment (each, a "Deferred Payment") equal to $3,250,000. Each such Deferred Payments Payment shall include be paid by issuing and delivering to Seller unregistered shares of common stock, par value $.001 per share (including any associated preferred stock purchase rights), of Buyer ("Deferred Payment Shares") equal to the sums number determined by dividing the amount of such Deferred Payment by the average per share closing price for shares of common stock of Buyer on the New York Stock Exchange for the ten trading day period ending on the fifth trading day prior to the Deferred Payment Date for such Deferred Payment (the "Average Closing Price"); provided that no later than five days prior to such Deferred Payment Date, either Buyer or Seller may deliver to the other a written irrevocable election (a "Cash Election") to have a percentage (not to exceed 67%) of such Deferred Payment (the "Cash Percentage"), paid in cash in lieu of Deferred Payment Shares, in which case the Deferred Payment shall be paid by (a) delivering to Seller cash in an amount equal to the Cash Percentage (provided that if both Buyer and Seller deliver a Cash Election with respect to the same Deferred Payment, the Cash Percentage for such Deferred Payment shall be the higher of the percentages contained in such Cash Elections) of such Deferred Payment and (b) issuing and delivering to Seller a number of Deferred Payment Shares equal to the number determined by dividing the difference between the amount of such Deferred Payment and the amount of the cash payment described in clause 2 as well the sums described in clause 3.4.2. 3.1.2. Any Deferred Payments must be redeemed within 5 years (latest until 31. March 2025a) irrespective of remaining tenor of each individual Export Financing. 3.1.3. Repayment schedule of Deferred Payments may be determined individually and if remaining tenor of Export Financing is less than 5 years, prolongation of original final maturity of Export Financing is possible. 3.1.4. Deferred Payments shall be accounted for as a new loan tranche ("ECA New Tranche") which shall be made available in several drawdowns and in the form of a stretch facility structured as an additional tranche to the existing Export Financing facility and sharing the security package of the existing Export Financing facility on a pro-rata, pari-passu basis. Each relevant drawdown under the ECA New Tranche shall be made at the same time*, and for the same amount of principal payment, as each relevant Deferred Payment during the Deferral Period under the original Export Financing. Any drawdown fully available to the Company, once all relevant condition precedents are met, shall be cancelled if not used by the Company within 5 business days. [* or as soon as possible in the case described in paragraph 2. whereby the documentation and the CPs for drawdown under the ECA Debt Holiday Tranche may not be completed and in full force and effect by the first repayment otherwise due during the Deferral Period] The ECA New Tranche shall be priced on a floating rate basis according to the underlying Export Financing Loan Agreement and at the same margin as the one defined in the Export Financing Loan Agreement, with a separate repayment schedule. For Export Financing with a remaining tenor of more than 5 years, the Debt Holiday Tranche should be repaid in up to 8 equal half-yearly instalments beginning on the first regular repayment date after 1 April 2021 (other arrangements possible) due under the relevant Export Financing if no other repayment scheduled has been agreed and approved by the ECA. Voluntary prepayments of the ECA New Tranche are permitted at any time, if during interest period breakage cost may applyAverage Closing Price. 3.1.5. Additional imputed/calculative funding cost incurred by funding provider (Lender) due to Deferred Payments shall be borne by the borrower (or Company). Each funding provider may quote and charge its individual imputed/calculative funding cost, as may be governed by the underlying Loan Agreement. Commitment fees shall be due and payable under the ECA New Tranche from the date of effectiveness of the ECA New Tranche at the rate applicable under the Export Financing Loan Agreement.

Deferred Payments. 3.1.1Following the occurrence of one or more Adjustment Events, the District may defer an amount equal to an Annual Baseline Increase attributable to a given future Service Year or Services Years (i.e., an amount equal to a three percent (3%) increase to the Baseline Rate for the applicable Services Year(s)) by providing the City with written notice no less than sixty (60) days prior to the applicable Service Year (or the initial Service Year if the District is electing to defer an amount attributable to multiple Service Years). Any Adjustment Event may be used as a basis to defer an Annual Baseline Increase due for one or more entire future Service Year(s); provided that in no event over the Term may the District defer an Annual Baseline Increase(s) attributable to more than five (5) Service Years on a cumulative basis. Any amount deferred pursuant to this Section 3.e shall be referred to as a “Deferred Payments shall include the sums described in clause 2 as well the sums described in clause 3.4.2. 3.1.2Payment”. Any Deferred Payments Payment(s) shall be repaid in the years following the deferral based upon the length of the deferral period. For example, if the District elects, at a given time, to defer the Annual Baseline Increase due for one (1) Service Year, the associated Deferred Payment must be redeemed within 5 years (latest until 31. March 2025) irrespective of remaining tenor of each individual Export Financing. 3.1.3. Repayment schedule of Deferred Payments may be determined individually and if remaining tenor of Export Financing is less than 5 yearsrepaid, prolongation of original final maturity of Export Financing is possible. 3.1.4. Deferred Payments shall be accounted for as a new loan tranche ("ECA New Tranche") in equal quarterly installments, during the Service Year following the Service Year to which shall be made available in several drawdowns and in the form of a stretch facility structured as an additional tranche to the existing Export Financing facility and sharing the security package of the existing Export Financing facility on a pro-rata, pari-passu basis. Each relevant drawdown under the ECA New Tranche shall be made at the same time*, and for the same amount of principal payment, as each relevant Deferred Payment during the Deferral Period under the original Export Financing. Any drawdown fully available to the Company, once all relevant condition precedents are met, shall be cancelled if not used by the Company within 5 business days. [* or as soon as possible in the case described in paragraph 2. whereby the documentation and the CPs for drawdown under the ECA Debt Holiday Tranche may not be completed and in full force and effect by the first repayment otherwise due during the Deferral Period] The ECA New Tranche shall be priced on a floating rate basis according to the underlying Export Financing Loan Agreement applies and at the same margin as time the one defined in District makes or would otherwise be obligated to make payments pursuant to Section 3.g below for such following Service Year; or if the Export Financing Loan AgreementDistrict elects, with at a separate repayment schedule. For Export Financing with a remaining tenor of more than 5 yearsgiven time, to defer the Annual Baseline Increases for three (3) Service Years, the Debt Holiday Tranche should associated Deferred Payment must be repaid repaid, in up equal quarterly installments, during the three (3) Service Years following the three (3) Service Years to 8 equal half-yearly instalments beginning on which the first regular repayment date after 1 April 2021 (other arrangements possible) due under the relevant Export Financing if no other repayment scheduled has been agreed Deferred Payment applies and approved by the ECA. Voluntary prepayments of the ECA New Tranche are permitted at any time, if during interest period breakage cost may apply. 3.1.5. Additional imputed/calculative funding cost incurred by funding provider (Lender) due to Deferred Payments shall be borne by the borrower (or Company). Each funding provider may quote and charge its individual imputed/calculative funding cost, as may be governed by the underlying Loan Agreement. Commitment fees shall be due and payable under the ECA New Tranche from the date of effectiveness of the ECA New Tranche at the rate applicable under same time the Export Financing Loan District makes or would be obligated to make payments pursuant to Section 3.g below. Subject to the limits set forth above, the District may elect to defer Annual Baseline Increases in accordance with the terms hereof on one or more occasions. No interest shall accrue and be payable with respect to any Deferred Payment. The District’s obligation to repay any Deferred Payment in accordance with the terms of this Section 3.e shall survive the expiration or earlier termination of this Agreement.

Deferred Payments. 3.1.1. (1) Within 30 business days following each of the two year anniversary and four year anniversary of the Adjusted Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers' Representative a statement setting forth the Buyer's calculation of the Average Return on Investment for the First Deferred Payments shall include Payment Period or the sums described in clause 2 Second Deferred Payment Period, as well the sums described in clause 3.4.2case may be (a "Deferred Payment Statement"). 3.1.2(2) A Deferred Payment Statement and the Buyer's calculation of the Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be, shall be conclusive and binding on the Buyer and the Sellers unless the Sellers' Representative shall notify the Buyer in writing (the "Dispute Notice") within 15 business days after receipt thereof of any objection to such Deferred Payment Statement and the Buyer's calculation of the Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be, specifying in reasonable detail the nature and amount of such objection. Upon receipt of each Deferred Payment Statement, the Sellers' Representative shall be afforded reasonable access to the books, records and work papers used to prepare such Deferred Payment Statement and the related Average Return on Investment. Any item or amount not specifically objected to in the Dispute Notice shall be binding and conclusive on the Buyer and the Sellers. The Buyer and the Sellers' Representative shall attempt to resolve any such dispute and agree in writing upon a final Deferred Payments must Payment Statement and a final Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be, which such final Deferred Payment Statement and final Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be, shall be redeemed conclusive and binding on the Buyer and the Sellers. If the Buyer and the Sellers' Representative cannot so agree within 5 years 20 days after the delivery by the Sellers' Representative to the Buyer of the Dispute Notice, then either the Buyer or the Sellers' Representative may submit such dispute to an independent accounting firm to be agreed upon by the Buyer and the Sellers' Representative (latest until 31the "Independent Accountant"). March 2025) irrespective The Independent Accountant shall, as promptly as practicable, review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to such specific items and amounts. The fees and expenses of remaining tenor the Independent Accountant shall be shared equally by the Buyer, on the one hand, and the Sellers, on the other hand, and the decision of each individual Export Financingthe Independent Accountant with respect to such Deferred Payment Statement and the Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be, shall be final and binding on the Buyer and the Sellers. 3.1.3. Repayment schedule (3) Within five business days following the determination of a final Deferred Payments Payment Statement and the final Average Return on Investment for the First Deferred Payment Period or the Second Deferred Payment Period, as the case may be determined individually and be, pursuant to Section 1.4(2), the Buyer shall deliver to each Seller his or her Pro Rata Portion of any Deferred Payment earned during such Deferred Payment Period; provided, however, that, subject to Section 1.4, the Buyer shall have no obligation to deliver or otherwise pay to Sellers any Deferred Payment earned during any such Deferred Payment Period if remaining tenor of Export Financing the Average Return on Investment for such period is less than 5 years, prolongation 15.75%. See Exhibit A attached hereto for example calculations of original final maturity of Export Financing is possibleDeferred Payment amounts at varying Average Return on Investment levels. 3.1.4(4) Notwithstanding anything to the contrary in this Section 1.4: (a) If the Buyer does not deliver the Deferred Payment earned during the First Deferred Payment Period solely as a result of the fact that the final Average Return on Investment for such period was less than 15.75%, within 30 business days following the three year anniversary of the Adjusted Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers' Representative a Deferred Payment Statement setting forth the Buyer's calculation of the Average Return on Investment for the Adjusted First Deferred Payment Period. The Deferred Payments Payment Schedule and the Buyer's calculation of the Average Return on Investment for the Adjusted First Deferred Payment Period shall be accounted subject to the dispute resolution provisions of Section 1.4(2). If the final Average Return on Investment for the Adjusted First Deferred Payment Period is not less than 15.75%, within five business days following the determination of the final Deferred Payment Statement and the final Average Return on Investment for the Adjusted First Deferred Payment Period, the Buyer shall deliver to each Seller his or her Pro Rata Portion of the Deferred Payment that would have been paid for the First Deferred Payment Period if the Average Return on Investment for such period had been 15.75% or greater. (b) If the Buyer does not deliver the Deferred Payment earned during the Second Deferred Payment Period solely as a new loan tranche ("ECA New Tranche") which result of the fact that the final Average Return on Investment for such period was less than 15.75%, within 30 business days following the five year anniversary of the Adjusted Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers' Representative a Deferred Payment Statement setting forth the Buyer's calculation of the Average Return on Investment for the Adjusted Second Deferred Payment Period. The Deferred Payment Schedule and the Buyer's calculation of the Average Return on Investment for the Adjusted Second Deferred Payment Period shall be made available in several drawdowns and in the form of a stretch facility structured as an additional tranche subject to the existing Export Financing facility and sharing dispute resolution provisions of Section 1.4(2). If the security package final Average Return on Investment for the Adjusted Second Deferred Payment Period is not less than 15.75%, within five business days following the determination of the existing Export Financing facility final Deferred Payment Statement and the final Average Return on a pro-rata, pari-passu basis. Each relevant drawdown under the ECA New Tranche shall be made at the same time*, and Investment for the same amount of principal payment, as each relevant Adjusted Second Deferred Payment during Period, the Deferral Buyer shall deliver to each Seller his or her Pro Rata Portion of the Deferred Payment that would have been paid for the Second Deferred Payment Period if the Average Return on Investment for such period had been 15.75% or greater. (c) Until the end of the Second Deferred Payment Period (or, if applicable, the Adjusted Second Deferred Payment Period), the Buyer shall not cause the Company to acquire all or substantially all of the equity securities or assets of, or merge or consolidate with or into, any other entity unless such acquisition, merger or consolidation is mutually acceptable to both the Seller's Representative and the Buyer. (d) Seller acknowledges and agrees (i) that Buyer and its affiliates may acquire and control other investment advisors either before or after the Closing and (ii) that neither Buyer nor its affiliates is under the original Export Financing. Any drawdown fully available any obligation to provide new business opportunities (including, without limitation, acquisitions of investment advisory business, new accounts and potential new employees) to the Company, once all relevant condition precedents are met, shall be cancelled if not used by Company either before or after the Company within 5 business days. [* or as soon as possible in the case described in paragraph 2. whereby the documentation and the CPs for drawdown under the ECA Debt Holiday Tranche may not be completed and in full force and effect by the first repayment otherwise due during the Deferral Period] The ECA New Tranche shall be priced on a floating rate basis according to the underlying Export Financing Loan Agreement and at the same margin as the one defined in the Export Financing Loan Agreement, with a separate repayment schedule. For Export Financing with a remaining tenor of more than 5 years, the Debt Holiday Tranche should be repaid in up to 8 equal half-yearly instalments beginning on the first regular repayment date after 1 April 2021 (other arrangements possible) due under the relevant Export Financing if no other repayment scheduled has been agreed and approved by the ECA. Voluntary prepayments of the ECA New Tranche are permitted at any time, if during interest period breakage cost may applyClosing. 3.1.5. Additional imputed/calculative funding cost incurred by funding provider (Lender) due to Deferred Payments shall be borne by the borrower (or Company). Each funding provider may quote and charge its individual imputed/calculative funding cost, as may be governed by the underlying Loan Agreement. Commitment fees shall be due and payable under the ECA New Tranche from the date of effectiveness of the ECA New Tranche at the rate applicable under the Export Financing Loan Agreement.

Deferred Payments. 3.1.1. Deferred Payments shall include the sums described in clause 2 as well the sums described in clause 3.4.2. 3.1.2. Any Deferred Payments must be redeemed within 5 years (latest until 31. March 2025) irrespective of remaining tenor of each individual Export Financing. 3.1.3. Repayment schedule of Deferred Payments may be determined individually and if remaining tenor of Export Financing is less than 5 years, prolongation of original final maturity of Export Financing is possible. 3.1.4. Deferred Payments shall be accounted for as a new loan tranche ("ECA New Tranche") which shall be made available in several drawdowns and in the form of a stretch facility structured as an additional tranche Notwithstanding anything to the existing Export Financing facility and sharing contrary contained in this Agreement, the security package Corporate Taxpayer shall have no obligation to make any Tax Benefit Payments to the extent arising out of the existing Export Financing facility on a pro-rataAdditional Basis Recovery or the R&D Credit under this Agreement until the Payment Date applicable to the third Taxable Year after the Closing Date (but in no event including any Taxable Year beginning after December 31, pari-passu basis2022) (the “Deferral Period”). Each relevant drawdown under the ECA New Tranche shall be made at the same time*, and for the same The amount of principal payment, as each relevant Deferred Payment during any Cumulative Net Realized Tax Benefit relating to any portion of the Deferral Period Period, together with any Interest Amount relating thereto as determined under the original Export Financing. Any drawdown fully available to the Company, once all relevant condition precedents are metSection 3.1(b), shall be cancelled if not used by paid to the Company within 5 business daysStockholder ratably over the nine (9) Taxable Year period starting with the Fourth Tax Year (any such payment, a “Deferred Payment”). [* Notwithstanding anything to the contrary contained in this Agreement, the Corporate Taxpayer shall have no obligation to make any Tax Benefit Payments to the extent arising out of the Seller Expense Deductions under this Agreement until the Payment Date applicable to the Fourth Tax Year (the “First Seller Expense Deduction Payment Date” with all Taxable Years (or portions thereof) prior to the First Seller Expense Deduction Payment Date the “Seller Expense Deduction Deferral Period”). The Tax Benefit Payments attributable to the Seller Expense Deductions, together with any Interest Amount relating thereto as soon as possible determined under Section 3.1(b), shall be paid to the Stockholder ratably over the three (3) Taxable Year period following the end of the Seller Expense Deduction Deferral Period. Notwithstanding anything to the contrary contained in this Agreement, the case described in paragraph 2. whereby the documentation and the CPs for drawdown under the ECA Debt Holiday Tranche may not Seller Expense Deductions shall be completed and in full force and effect by the first repayment otherwise due deemed to have created a Realized Tax Benefit during the Seller Expense Deduction Deferral Period] The ECA New Tranche , and Corporate Taxpayer shall be priced on a floating rate basis according make Tax Benefit payments attributable to the underlying Export Financing Loan Agreement and at Seller Expense Deductions, together with any Interest Amount relating thereto as determined under Section 3.1(b), ratably over the same margin as three (3) Taxable Year period following the one defined in the Export Financing Loan Agreement, with a separate repayment schedule. For Export Financing with a remaining tenor of more than 5 years, the Debt Holiday Tranche should be repaid in up to 8 equal half-yearly instalments beginning on the first regular repayment date after 1 April 2021 (other arrangements possible) due under the relevant Export Financing if no other repayment scheduled has been agreed and approved by the ECA. Voluntary prepayments end of the ECA New Tranche are permitted at any time, if during interest period breakage cost may applySeller Expense Deduction Deferral Period. 3.1.5. Additional imputed/calculative funding cost incurred by funding provider (Lender) due to Deferred Payments shall be borne by the borrower (or Company). Each funding provider may quote and charge its individual imputed/calculative funding cost, as may be governed by the underlying Loan Agreement. Commitment fees shall be due and payable under the ECA New Tranche from the date of effectiveness of the ECA New Tranche at the rate applicable under the Export Financing Loan Agreement.

Deferred Payments. 3.1.1(a) At the Closing, Investor (i) shall execute and deliver to WRI a promissory note substantially in the form of Exhibit E hereto (the “Fixed Payment Note,” amounts payable in respect of which being referred to as the “Fixed Payment Obligation”) and (ii) shall assume the Contingent Payment Obligation substantially in the form of Exhibit F (collectively, the Contingent Payment Obligation and the Fixed Payment Note shall be referred to as the “Deferred Payment Notes,” the Contingent Payment Obligation and the Fixed Payment Obligation shall be referred to as the “Deferred Payment Obligations,” and payments made pursuant to the Deferred Payment Obligations shall be referred to as the “Deferred Payments”). (b) Under the Fixed Payment Note, and subject to the terms thereof, Investor shall pay to WRI $2,000,000 each calendar quarter (prorated for each partial quarter), which amount shall be inclusive of accrued interest at a rate of 10% per annum on the unpaid balance of the Fixed Payment Note; provided, however, that such amount shall be increased by the amount of any Fixed Payment Note payment postponed from a prior calendar quarter pursuant to the terms of the Fixed Payment Note. Payments under the Fixed Payment Note will be payable in arrears commencing with a payment for the quarter ended December 31, 2008, until the earlier of (i) total principal payments of $27,215,982 having been made, and (ii) December 31, 2012 (the “Maturity Date”). On the Maturity Date, all remaining principal and accrued interest on the Fixed Payment Note shall become due and payable. The Fixed Payment Note may not be prepaid. (c) The Contingent Payment Obligation is based on the amount of Indian Coal Production Tax Credits (the “Indian Coal Production Tax Credits”), as determined under Section 45(e) of the Internal Revenue Code of 1986, as amended (the “IRC” or “Code”), attributable to Absaloka’s production and sale of Indian coal, within the meaning of Section 45(e)(9) of the Code (“Indian Coal”) from the Sublease, that is allocated to Investor pursuant to the Restated Operating Agreement. Under the Contingent Payment Obligation, and subject to the terms thereof, Investor is required pay to WRI for each calendar quarter an amount equal to the excess of (i) 90% of the Indian Coal Production Tax Credits that have been allocated by Absaloka to Investor under the Restated Operating Agreement during the immediately preceding calendar quarter over (ii) aggregate payments made to WRI or into the Approval Escrow, as provided for in subsection (d) below, as applicable, including interest, under the Fixed Payment Note in respect of such quarter. The amount of Indian Coal Production Tax Credits allocated to Investor by Absaloka for each calendar quarter shall be set forth in the Quarterly Report provided for in Section 14.1. (d) Investor shall make the Deferred Payments shall include the sums described to WRI by wire transfer of immediately available funds to an account designated in clause 2 as well the sums described in clause 3.4.2. 3.1.2. Any Deferred Payments must be redeemed within 5 years (latest until 31. March 2025) irrespective of remaining tenor of each individual Export Financing. 3.1.3. Repayment schedule of Deferred Payments may be determined individually and if remaining tenor of Export Financing is less than 5 years, prolongation of original final maturity of Export Financing is possible. 3.1.4writing by WRI. Deferred Payments shall be accounted for as made within ten (10) Business Days after receipt by Investor of an invoice (the “Invoice”) from WRI (a new loan tranche ("ECA New Tranche") copy of which shall be made available delivered to Absaloka) delivered after the end of each calendar quarter, which Invoice shall include the Quarterly Report and indicate accrued amounts payable under each of the Deferred Payments, with payments under the Fixed Payment Note to be applied first to accrued and unpaid interest and thereafter to outstanding principal; provided, however, that any Deferred Payments shall be paid into the Approval Escrow until the satisfaction or waiver of the Second Payment Conditions in several drawdowns accordance with the procedures set forth in Section 6. Upon the satisfaction or waiver of the Second Payment Conditions, all amounts held in the Approval Escrow, including any earnings therein, shall be paid to WRI. (e) The Deferred Payment Obligations shall be recourse obligations of Investor and shall be secured by a pledge by Investor to WRI of Investor’s entire Membership Interest in Absaloka pursuant to a Pledge Agreement substantially in the form of a stretch facility structured as Exhibit G hereto (the “Investor Pledge”). In addition, an additional tranche to affiliate of Investor that is the existing Export Financing facility and sharing the security package direct or indirect owner of 100% of the existing Export Financing facility on a pro-rata, pari-passu basis. Each relevant drawdown under the ECA New Tranche shall be made at the same time*, issued and for the same amount outstanding membership interests of principal payment, as each relevant Deferred Payment during the Deferral Period under the original Export Financing. Any drawdown fully available to the Company, once all relevant condition precedents are metInvestor (“Investor Parent”), shall be cancelled if not used obligated, pursuant to a Guaranty substantially in the form of Exhibit H hereto (the “Investor Parent Guaranty”), to guaranty the payment by Investor of all Deferred Payments. The amount of the guaranty shall be limited to 90% of the Indian Coal Production Tax Credits allocated by Absaloka to Investor in respect of the period covered by the Company within 5 business daysInvoice, subject to the aggregate limit set forth below (the “Guaranteed Amount”). [* The Guaranteed Amount in respect of any calendar quarter shall be reduced by the amount of any cash distributions made by Absaloka (including tax distributions) to Investor during such calendar quarter which are applied by Investor toward payment of the Deferred Payment Obligations, or as soon as possible paid to Absaloka in the case described event of a Cash Deficit, as provided for in paragraph 2subsection (f) below. whereby The aggregate Guaranteed Amount is limited to the documentation and lesser of (i) $70,000,000 or (ii) 90% of the CPs for drawdown under the ECA Debt Holiday Tranche may not be completed and in full force and effect cumulative Indian Coal Production Tax Credits allocated by Absaloka to Investor reduced by the first repayment otherwise due during amount of all cash distributions made by Absaloka (including tax distributions) to Investor at any time which are or were applied by Investor toward payment of the Deferral Period] The ECA New Tranche shall be priced on Deferred Payment Obligations, or paid to Absaloka in the event of a floating rate basis according to Cash Deficit, as provided for in subsection (f) below. (f) If at any time after satisfaction or waiver of the underlying Export Financing Loan Agreement Second Payment Conditions the Manager of Absaloka notifies Investor and at the same margin WRI in writing that Absaloka is experiencing a Cash Deficit (as the one defined in the Export Financing Loan Restated Operating Agreement), Investor shall thereafter make the Deferred Payments directly to Absaloka until it is notified by the Manager of Absaloka in writing that Absaloka no longer is experiencing a Cash Deficit. WRI shall treat such payment to Absaloka as satisfying an equal amount of any accrued and unpaid Deferred Payment Obligations. Investor shall notify WRI of the amount and timing of such payments to Absaloka. Absaloka shall treat such payments as a loan from WRI to Absaloka, pursuant to the provisions of Section 4.6(c) of the Restated Operating Agreement, with a separate repayment schedule. For Export Financing with a remaining tenor to be repaid out of more than 5 yearsfirst available funds of Absaloka. (g) The following shall constitute Termination Events, the Debt Holiday Tranche should be repaid occurrence of which will terminate the Deferred Payment Obligations in up to 8 equal half-yearly instalments beginning on accordance with their terms, the first regular repayment date after 1 April 2021 Investor Pledge and the Investor Parent Guaranty: (other arrangements possiblei) due under the relevant Export Financing if no other repayment scheduled has been agreed and approved exercise by the ECA. Voluntary prepayments Investor or WRI of the ECA New Tranche are permitted at any time, if during interest period breakage cost may applyright to require transfer of Investor’s Membership Interest in accordance with the provisions of Section 6 of this Agreement; or (ii) a Breach Liquidation of Absaloka in accordance with the provisions of Section 7 of this Agreement or the terms of the Restated Operating Agreement. 3.1.5. Additional imputed/calculative funding cost incurred (h) The following shall constitute Credit Termination Events, the occurrence of which will terminate the Investor Pledge, the Investor Parent Guaranty, and the Contingent Payment Obligation, and cause the Fixed Payment Obligation to be suspended until Cash Payout or withdrawal by funding provider Investor occurs: (Lenderi) due a Disqualification Event or a Disallowance Event, as provided under Section 12 of this Agreement; or (ii) the enactment of an amendment in or to the Code that eliminates the Indian Coal Production Tax Credits that are available to Absaloka from the production and sale of coal from the Sublease (“Change in Law”). (i) If Absaloka does not provide tax information to Investor by April 1 of any year, as required by Section 7.1(b)(v) of the Restated Operating Agreement, Investor shall be entitled to suspend the Deferred Payments until such tax information is received. Upon receipt of such tax information, Investor shall be borne by pay to WRI the borrower (or Company). Each funding provider may quote and charge its individual imputed/calculative funding cost, as may be governed by the underlying Loan Agreement. Commitment fees shall be due and payable under the ECA New Tranche from the date full amount of effectiveness of the ECA New Tranche at the rate applicable under the Export Financing Loan Agreementany suspended Deferred Payments.

Deferred Payments. 3.1.1. Deferred Payments shall include The balance of the sums described in clause 2 as well the sums described in clause 3.4.2. 3.1.2. Any Deferred Payments must be redeemed within 5 years (latest until 31. March 2025) irrespective of remaining tenor of each individual Export Financing. 3.1.3. Repayment schedule of Deferred Payments may be determined individually and if remaining tenor of Export Financing is less than 5 years, prolongation of original final maturity of Export Financing is possible. 3.1.4. Deferred Payments Purchase Price shall be accounted for as a new loan tranche ("ECA New Tranche") payable by the Buyer's execution and delivery to the Seller of the Note at Closing in the principal amount of U.S. $4,990,000 which shall be made available in several drawdowns and in the form of a stretch facility structured as an additional tranche to the existing Export Financing facility and sharing the security package of the existing Export Financing facility on a pro-rataprovide, pari-passu basis. Each relevant drawdown under the ECA New Tranche among other terms, that (i) The principal balance shall be made bear interest at the same time*, and for the same amount of principal payment, as each relevant Deferred Payment during the Deferral Period under the original Export Financing. Any drawdown fully available to the Company, once all relevant condition precedents are met, shall be cancelled if not used by the Company within 5 business days. [* or as soon as possible in the case described in paragraph 2. whereby the documentation and the CPs for drawdown under the ECA Debt Holiday Tranche may not be completed and in full force and effect by the first repayment otherwise due during the Deferral Period] The ECA New Tranche shall be priced on a floating rate basis according of interest equal to prime rate or other successor index rate (the "Prime Rate") published in the Wall Street Journal; (ii) The interest rate shall be changed each quarter and shall be equal to the underlying Export Financing Loan Agreement and at Prime Rate reported by the same margin as the one defined in the Export Financing Loan Agreement, with a separate repayment schedule. For Export Financing with a remaining tenor of more than 5 years, the Debt Holiday Tranche should be repaid in up to 8 equal half-yearly instalments beginning Wall Street Journal on the first regular repayment publication date after 1 April 2021 of each calendar quarter (other arrangements possiblefor January, April, July and October of each year) due under (the relevant Export Financing if no other repayment scheduled has been agreed and approved by the ECA"Interest Rate"). Voluntary prepayments of the ECA New Tranche are permitted at any time, if during interest period breakage cost may apply. 3.1.5. Additional imputed/calculative funding cost incurred by funding provider (Lender) due to Deferred Payments The initial Interest Rate shall be borne by the borrower (or Company). Each funding provider may quote and charge its individual imputed/calculative funding cost, as may be governed by the underlying Loan Agreement. Commitment fees shall be due and payable under the ECA New Tranche from Prime Rate published on the date of effectiveness Closing. (iii) For the initial 18 months following Closing plus the number of days for the partial month between Closing and the end of the ECA New Tranche at calendar month in which Closing occurred, Buyer shall pay Seller interest only on Seller's Note with the rate applicable under payment due on the Export Financing Loan Agreementfirst day of each month for interest which accrued on the unpaid principal balance on Seller's Note for the previous month; (iv) Beginning on the 19th full month following Closing, Seller shall pay Buyer principal of U.S. $27,725 per month on the Note plus interest on the unpaid principal balance on the Note; (v) On the 37th full month following Closing, Seller shall pay Buyer all accrued interest and the entire principal balance due on the Note; (vi) the Buyer shall have the right to prepay the principal balance thereof without premium or penalty; (vii) the repayment of principal and interest shall be secured by a pledge of the stock of the Gaming Companies as provided in Section 2.3 hereof; (viii) Buyer shall be granted a 15-day grace period within which to make each payment due to Seller without breach or default and there shall be no breach or default for a period of 45 days following notice from Seller to Buyer within which Buyer shall have a right to cure the default; and (ix) In the event of a default or breach, Seller shall be entitled to a late charge of five percent of the Note payment per month for each month a payment is more than 45 days in arrears and the entire amount of principal, interest and late charges shall accelerate and be due 60 days following written notice of default or breach; and (x) Seller shall have the right to prior approval of any independent management company engaged by Buyer to operate the Gaming Companies and of the terms of such engagement provided however that such approval will not be unreasonably withheld.