Deferral Elections. At any time within the 30-day period (or other shorter or longer period that the Committee selects in its sole discretion) in which a Participant who is a member of a select group of management or highly compensated employees (within the meaning of the Code) receives an Award of Restricted Share Units (or before the calendar year in which such a Participant receives a subsequent Award, subject to adjustments by the Committee in accordance with Code Section 409A), the Committee may permit the Participant to irrevocably elect, on a form provided by and acceptable to the Committee, to defer the receipt of all or a percentage of the Shares that would otherwise be transferred to the Participant upon the vesting of such Award more than 12 months after the date of the Participant’s deferral election. If the Participant makes this election, the Shares subject to the election, and any associated dividends and interest, shall be credited to an account established pursuant to [Section 9] on the date such Shares would otherwise have been released or issued to the Participant pursuant to [Section 8(d)] and no vesting shall occur (other than for death or Disability if provided pursuant to the Award Agreement) within the 12-month period following the date of the Participant’s election.

Deferral Elections. A Director may elect to defer payment of all or a specified portion of any Eligible Compensation by filing a written election with the Company on a form prescribed by the Company as follows (such an election, a “Deferral Election”):

A Director who elects to participate in the deferral of Director’s Fees under the Plan shall file a deferral election on a form, which shall indicate:

Payment Deferral. Notwithstanding anything to the contrary herein or in any other Loan Document, each Tranche B Lender hereby expressly agrees (and, by its execution of the Seventh Amendment, the Arranger and the Bookrunner shall be deemed to have expressly agreed), in each case, on behalf of itself and its controlled Affiliates, that, from and after the Seventh Amendment Effective Date and until the termination of the Forbearance Period in accordance with the terms of the Forbearance Agreement, # if any provision of this Agreement (other than Section 10.04 hereof) or any other Loan Document requires the Borrower or any other Loan Party to make any payment to any Tranche B Lender, the Arranger, the Bookrunner or any of their respective controlled Affiliates, or to the Administrative Agent for the account of any Tranche B Lender, the Arranger, the Bookrunner or any of their respective controlled Affiliates (whether under Section 2.07, 2.08, 2.09, 2.11 and 10.055] or otherwise (but other than under Section 10.04)), or # if Section 10.04 requires the Borrower or any other Loan Party to make any payment to any Tranche B Lender, the Arranger, the Bookrunner or any of their respective controlled Affiliates (any such payment, an “Expenses Payment”), in an aggregate amount for all such Persons in excess of $1,075,000 (such amount, the “Expenses Cap”), the due date of such payment (in the case of [clause (b) above], only to the extent the aggregate amount of the Expenses Payments is in excess of the Expenses Cap), shall be deferred until the fifth Business Day after the date of the termination of the Forbearance Period, it being understood and agreed that # such deferral shall not be deemed to have resulted in such payment being overdue and no Default or Event of Default shall be deemed to have occurred on account of such deferral, # no interest shall accrue on any such payment on account of such deferral and # nothing in this Section 2.20 shall affect the right of the Administrative Agent (or the Majority [[Organization B:Organization]]) to cause acceleration of the amounts payable under this Agreement and the other Loan Documents in accordance with Section 7.02 (it being understood, however, that such rights are subject to the terms of the Forbearance Agreement) or the automatic acceleration thereof in accordance with Section 7.03.

For Directors who make an Annual Deferred Cash Election, the Company will establish a bookkeeping account for cash deferred for that Plan Year (an “Annual Deferred Cash Account”) and will credit to the Annual Deferred Cash Account the amount of the Eligible Fees earned and deferred by him/her as of the date such fees would normally be payable by the Company (the “Credit Date”). Amounts credited to an Eligible Director’s Annual Deferred Cash Account will be adjusted for gains and/or losses to the same extent that equal amounts would have been adjusted if they had been invested in one or more notional investments designated by the Company. The use of notional investments herein is solely as a device for computing the amount of benefits to be paid under the Plan, and the Company shall not be required to purchase such investments.

Deferral Account. Deferral Account means the individual bookkeeping account maintained by the Company for an Eligible Employee to record the Eligible Employee’s Deferral Amounts and Deferral Incentive credits.

Deferral Agreement. Deferral Agreement means the agreement or agreements entered into by an Eligible Employee which specify the Eligible Employee’s Deferral Amount.

Deferral Incentive. Deferral Incentive means the incentive amount the Company will credit to an Eligible Employee’s Deferral Account pursuant to Section 3.3(b) based on the Eligible Employee’s Deferral Amount.

Deferral Elections. Notwithstanding the foregoing, subject to any conditions deemed appropriate from time to time by the Committee (including suspension of the right to elect deferrals or to make changes to any existing deferral election), the Awardee may elect to defer the delivery of the Stock to be delivered in settlement of the Units using such deferral election form as approved by the Committee from time to time.

Deferral Credit. A “Deferral Credit” is the amount credited to a Participant’s Account pursuant to Section 3.1.