No Acceleration of Payments. Neither the Company nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating [Section 409A].

No Acceleration. The provisions of [Section 6(d)(v)] of the Plan shall not apply to RSU Awards granted to Eligible Directors.

No Acceleration. The distribution of a [Section 409A] Award deferral may not be accelerated prior to the time specified in accordance with [Section 6(a)(i)(D)] hereof, except in the case of one of the following events:

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.

Acceleration of Payments. If any amounts deferred pursuant to the Plan are includable in gross income by a Participant prior to payment of such amounts (in a "determination" (within the meaning of Code Section 1313(a)) or due to the Plan’s failure to meet the requirements of Code Section 409A), an amount equal to the amount required to be included in the Participant’s income shall be immediately paid to such Participant, notwithstanding the Participant’s elections hereunder.

The payment obligations set forth in [Section 4(a)] shall accelerate such that all remaining payments will be due within 30 days of a change of control of Vulcan as defined in any plan or agreement to which Vulcan is a party or will be due within 30 days of a termination of Consultant’s services hereunder for any reason other than the causes listed in [Section 6] above.

Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.

Acceleration. If any Event of Default shall occur, at the election of the Lender, all Obligations shall become immediately due and payable without notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not an Event of Default has occurred.

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

Default and Acceleration. Any one or more of the following events shall be deemed to be a breach by Maker of its obligations under this Note and an event of default hereunder (individually, an “Event of Default”):

Stay of Acceleration. If acceleration of the time for payment of any amount payable by any Borrowing Subsidiary under this Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of such Borrowing Subsidiary, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Company hereunder forthwith on demand by the Administrative Agent made at the request of the Required Lenders.

Acceleration of Distributions. The Plan Administrator in its sole discretion may exercise discretion on behalf of the Company to accelerate the distribution of any payment under this Plan to the extent allowed under Code section 409A.

If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or the ​ under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Secured Parties.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to the Indemnitee in respect of any Losses to the extent the Indemnitee has otherwise received payment under any insurance policy, the Certificate of Incorporation and Bylaws, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all Payments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only Agreement Payments (and no other Payments) shall be reduced. The reduction contemplated by this [Section 8], if applicable, shall be made by reducing payments and benefits (to the extent such amounts are considered Payments) under the following sections in the following order: # any Payments under [Section 5(b)(v)] (Continuation of Benefits), # any Payments under [Section 5(b)(iii)] (Pro-Rata Bonus), # any Payments under [Section 5(b)(ii)] (Unpaid Bonus), # any Payments under [Section 5(b)(iv)] (Acceleration of Vesting), and # any other cash Agreement Payments that would be made upon a termination of the Executive’s employment, beginning with payments that would be made last in time.

If any Default described in [Section 8.1(F) or 8.1(G)])] occurs, the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder, the obligation of the Term Loan Lenders to make Term Loans hereunder, and the obligation of the Issuing Banks to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank or any Lender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in each Agreed Currency, in immediately available funds, equal to the difference of # one hundred five percent (105%) of the amount of L/C Obligations denominated in such Agreed Currency at such time, less # the amount of such Agreed Currency on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, in the aggregate for all Agreed Currencies, the “Collateral Shortfall Amount”), which funds shall be held in the L/C Collateral Account. If any other Default occurs, # the Administrative Agent may, and at the request of Required Revolving Loan Lenders shall, terminate or suspend the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, # the Administrative Agent may, and at the request of Required Term Loan Lenders shall, terminate or suspend the obligations of the Term Loan Lenders to make Term Loans hereunder and # the Administrative Agent may, and at the request of the Required Lenders shall, # declare the Obligations to be due and payable, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower expressly waives, and # upon notice to the Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account.

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:

Event of Default; Acceleration. Upon the occurrence of an Event of Default, the Maturity Date shall be deemed also to have occurred and the outstanding principal amount of this Note and all accrued and unpaid interest thereon shall immediately be due and payable to the Investor. The ​ waives presentment, demand, notice of dishonor, protest, and notice of nonpayment and protest of this Note.