The HRC or Plan Manager shall determine whether an Award is paid in cash or equity or a combination thereof and at what level such Awards shall be subject to deferral whether in cash or equity. Generally, deferred Awards shall be paid in the form of Restricted Share Rights, unless prohibited by Applicable Laws, Policies, and Expectations, or as determined by the Plan Manager, in which case the deferred Awards will be paid in the form of long-term cash. Deferred Awards shall be paid in the form of long-term incentives, subject to the terms and conditions of the applicable long-term incentive plan and respective Award agreement.

Deferral of Awards. The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Participant to payment or receipt of shares of Company Stock or other consideration under an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral program.

Participants eligible to defer incentive awards through the Deferred Compensation Program (DCP) may elect to do so during the annual DCP enrollment.

Mandatory Deferral of Awards. The Committee shall determine whether, and the extent to which, any Awards under the Plan will be mandatorily deferred and the terms of any such deferral. In no event may any mandatory deferral pursuant to this paragraph be made later than the last day of the sixth month of the applicable Performance Period. Additionally, no mandatory deferral may be made pursuant to this paragraph if, at the time of such mandatory deferral, the amount of any Award subject to such mandatory deferral is substantially certain. In all events, any such deferral shall be effected pursuant to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Code").

Deferral of Payment of Awards. The Director may elect to defer settlement of a percentage of the Awards in accordance with the procedures set forth in [Section 4(c)] of the Deferral Plan.

Deferral. In the sole discretion of the Committee, in accordance with procedures established by the Committee, the Participant may be permitted to defer the issuance of Shares deliverable upon the exercise of an Option for a specified period or until a specified date.

Deferral. The Committee may establish a program (taking into account, without limitation, the application of Section 409A of the Code, as the Committee may deem appropriate) under which Optionees will have Phantom Shares subject to [Section 10] credited upon their exercise of Options, rather than receiving Shares at that time.

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]5]5]5]5]] 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 ​ (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 ​) 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].