Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans, any reimbursement obligations arising from drawings under Letters of Credit and any and all other indebtedness or obligations of any and every kind owing by a Borrower to any of the Lenders hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

Acceleration Generally Prohibited. No acceleration of payments under the Plan shall be permitted except as authorized by the Regulations. Without limiting the generality of the foregoing:

Stay of Acceleration. In the event that acceleration of the time for payment of any of the ​ SA Obligations is stayed, in connection with any case commenced by or against the Designated Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the ​ immediately upon demand by the Administrative Agent.

Acceleration of Vesting. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time that allows the Optionee the ability to participate in the Change in Control with respect to the shares of Common Stock subject to the Option.

Acceleration of Vesting. In the event a Notice of Termination of an Involuntary Termination occurs during the CIC Period, and subject to the Executive signing, within 60 days following the Notice of Termination, a Release and the Release becoming effective and non-revocable within such 60-day period, all time based stock options and time based stock-based awards held by the Executive as of the date of the Notice of Termination, shall vest and become exercisable or nonforfeitable. Notwithstanding the foregoing, if, at the time of a Change in Control, the Company determines in its sole discretion, in reliance upon an opinion of counsel in form and substance satisfactory to the Company, that the acceleration in the prior sentence would not be permissible under applicable law, then in lieu of the acceleration in the prior sentence, all time based stock options and time based stock-based awards held by the Executive as of the date of such Change in Control, shall vest and become exercisable or nonforfeitable as of the date of such Change in Control.

Acceleration of Payments. Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4) in the following circumstances: # as a result of certain domestic relations orders; # in compliance with ethics agreements with the federal government; # in compliance with the ethics laws or conflicts of interest laws; # in limited cashouts (but not in excess of the limit under Code §402(g)(1)(B)); # to pay employment-related taxes; or # to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.

The Participant’s vested interest in his Account will automatically be 100% upon the

Optional Acceleration of Maturity. If any Event of Default (other than an Event of Default pursuant to [Section 7.01(e)]) shall have occurred and be continuing, then, and in any such event:

Prohibited Acceleration/Distribution Timing. This Section shall take precedence over any other provision of the Plan to the contrary. No provision of this Plan shall be followed if following the provision would result in the acceleration of the time or schedule of any payment from the Plan # as would require income tax to a Participant prior to the date on which the amount is distributable to or on behalf of the Participant under

The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the following events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.