The Escrow Agent shall promptly invest the Subscriber Funds, including any and all interest and investment income, in accordance with the written instructions provided to the Escrow Agent and signed by the Company. In the absence of written investment instructions from the Company, the Escrow Agent shall deposit and invest the Subscriber Funds, including any and all interest and investment income, in [[Escrow Agent:Organization]] Money Market Special, a [[Escrow Agent:Organization]] money market deposit account. Any interest received by the Escrow Agent with respect to the Subscriber Funds, including reinvested interest shall become part of the Subscriber Funds, and shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Subscriber Funds in any tax year shall be taxable to the to the person or entity receiving the interest or other taxable income. Notwithstanding anything herein to the contrary, funds in the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended.

Income Taxes. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the shares of Common Stock received by the Participant upon the conversion of all or a portion of the Participant’s Stock Unit Account, an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to such shares of Common Stock. Such payment shall be made in the form of cash, the delivery of shares of Common Stock already owned or by withholding such number of actual shares otherwise deliverable pursuant to this Agreement as is equal to the withholding tax due, or in a combination of such methods. In the event that the Participant does not affirmatively instruct the Company ahead of the applicable vesting date that he or she wishes to pay withholding taxes in another manner specified above, the Company shall withhold shares from the settlement of the Award.

The Company shall not deliver shares of Common Stock in respect of the exercise of any Option unless and until the Participant has made satisfactory arrangements to satisfy all applicable tax withholding obligations. Unless the Participant pays the tax withholding obligations to the Company by cash or check in connection with the exercise of the Option, tax withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the exercise of the Option (provided that shares of Common Stock may be withheld only to the extent that such tax withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the exercise of the Option from any amounts payable by it to the Participant (including, without limitation, future cash wages).

Earnings Before Income Taxes ("EBIT") which equals net income plus taxes.

Net Income. Net Income of the Partnership with respect to any fiscal period shall mean the excess of the gross sales for such period over all operating expenses for such period, as those terms are defined herein, determined on an accrual basis and determined without regard to amounts deducted by the Partnership for cost recovery of tangible assets or amortization of capitalized or other capital accounts.

Income Account. The account will be credited with the amount deferred, and interest shall begin to accrue, as of the date the Non-Employee Director’s cash compensation is payable. Interest is credited at a rate equal to the simple combined average of the monthly Aa Industrial Bond yield averages for the immediately preceding calendar quarter as reported in Moody’s Bond Record. Interest is compounded quarterly. Amounts credited to the Income Account shall be distributed either in a single payment or in substantially equal quarterly, semi-annual or annual installments (over a period not to exceed 15 years), as specified by the Non-Employee Director on the deferral election form. If a Non-Employee Director fails to specify the manner in which the Income Account shall be distributed, then it shall be distributed in a single payment.

Income Taxes. On the distribution date of the deferred shares, the Company shall retain or sell, without notice, a sufficient number of shares to cover the amount needed to fulfill its withholding requirements for Federal, state and local income taxes, and other taxes.

In the event any Member has an Adjusted Capital Account Deficit at the end of any Allocation Year, such Member shall be specially allocated items of Company gross income and gain in the amount of its Adjusted Capital Account Deficit as quickly as possible; provided, that an allocation pursuant to this Section 7.03(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VII have been tentatively made as if Section 7.03(c) and this Section 7.03(d) were not in this Agreement.

If any Borrower or [[Organization B:Organization]] on account of payments by Borrower shall be required by Applicable Law to withhold or deduct any Taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to [[Organization B:Organization]], or any [[Organization C:Organization]], assignee of any [[Organization C:Organization]], or Participant (each, individually, a "Payee" and collectively, the "Payees"), subject to [Section 16.3(b), (a)])] if such withheld or deducted Taxes are Indemnified Taxes, the sum payable by Borrower to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions of Indemnified Taxes, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the "Gross-Up Payment"), # such Borrower shall make such withholding or deductions of Taxes, and # such Borrower shall pay the full amount of Taxes withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Except as otherwise provided in [Section 16.5] with respect to certain Taxes arising on certain assignments, the Loan Parties shall jointly and severally indemnify each [[Organization B:Organization]] and Payee (a "Tax Indemnitee") for the full amount of Indemnified Taxes arising in connection with this Agreement or any other Loan Document (including, without limitation, any Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this [Section 3.11]) payable or paid by, such Tax Indemnitee and all reasonable and documented costs and expenses (including reasonable fees and disbursements of counsel), actually incurred in connection therewith (whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Body), except as arising out of the gross negligence or willful misconduct if the Tax Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment). The obligations of the [[Organization A:Organization]] and Loan Parties under this [Section 3.11] shall survive the termination of this Agreement and the repayment of the Loans.

[Section 409A] Gross-Up If, notwithstanding the efforts of the parties to comply with Section 409A, Employee is subject to any excise tax under Section 409A, ​ will make additional payments (“[[Unknown Identifier]] Gross-Up Payments”) to Employee so that after taking into account any such additional tax and any related interest and/or penalties and the [[Unknown Identifier]] Gross-Up Payments, Employee will be in the same position as if no excise tax under Section 409A and no related interest or penalties had been imposed upon ​ pursuant to Section 409A. The Accounting Firm will have the same general duties with respect to the determination of the amount of any [Section 409A] Gross-Up Payments as it has with respect to the determination of Gross-Up Payments with respect to [Section 4999] under Section A above and the parties will follow procedures in connection with the determination and payment of any [Section 409A] Gross-Up Payments that are similar to those specified in Section A above in connection with the determination and payment of any Gross-Up Payments with respect to [Section 4999].