Satisfaction of Obligations Upon Acceleration. Notwithstanding anything contained herein or in any other agreement to the contrary, to the extent any of the Obligations are accelerated pursuant to the terms hereof (including, without limitation, [Section 8.02]), the Borrower Parties shall, immediately upon the occurrence of such acceleration, cause such accelerated Obligations to be Fully Satisfied.

Mandatory Prepayment Upon an Acceleration. If the Growth Capital Advances are accelerated following the occurrence and during the continuance of an Event of Default, Co-Borrowers shall immediately pay to Bank an amount equal to the sum of # all outstanding principal, plus accrued and unpaid interest with respect to Growth Capital Advances, # the Final Payment, # the Prepayment Fee, and # all other sums, if any, that shall have become due and payable hereunder in connection with the Growth Capital Advances.

Mandatory Prepayment Upon an Acceleration. If the Refinancing Term Loan is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of # all outstanding principal with respect to the Refinancing Term Loan, plus accrued and unpaid interest thereon and # all other sums, including Bank Expenses, if any, that shall have become due and payable hereunder in connection with the Refinancing Term Loan, including interest at the Default Rate with respect to any past due amounts.

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.

Upon the termination of employment for any reason hereunder, all provisions of this Agreement shall terminate except for [Sections 8, 9, 10 and 11]1]1]1] of this Agreement and the provisions contained in [Exhibit B] hereto, the terms of which shall survive such termination, and the Company shall have no further obligation to the Executive hereunder, except as herein and therein expressly provided. The Company shall comply with the terms of settlement of all deferred compensation arrangements to which the Executive is a party in accordance with his duly executed deferral election forms and plan provisions.

Except as provided otherwise in an individual Award Letter, in the event of a Corporate Transaction if permitted by the applicable laws:

Acceleration upon a Change in Control. If an Officer’s Separation from Service occurred prior to a Change in Control, such Officer is receiving or is entitled to receive Payments that will continue after the Change in Control, and the Change in Control qualifies as a “change in control” for purposes of Code Section 409A, then, subject to the six (6) month delay for Specified Employees in effect under [Section 3.3(e)], the Payments due after such Change in Control will be accelerated and paid to Officer in a lump sum payment, as soon as practicable, but not more than ninety (90) days, following such Change in Control. The lump sum Payment under this [Section 3.3(c)] will be calculated in the same manner as the lump sum calculated under [Section 3.3(d)(i)], below.

Accord and Satisfaction. No payment by Tenant of a lesser amount than the total Rent due nor any endorsement on any check or letter accompanying any check or payment of Rent shall be deemed an accord and satisfaction of full payment of Rent, and Landlord may accept such payment without prejudice to Landlord’s right to recover the balance of such Rent or to pursue other remedies. All offers by or on behalf of Tenant of accord and satisfaction are hereby rejected in advance.

Satisfaction of Goals. Performance Shares remain unearned unless and until Performance Goals are achieved. After the Performance Period has ended, the Executive Compensation Committee (the “Committee”) will determine the extent to which the Performance Goals have been met. You will not earn any Performance Shares if the threshold performance level has not been met. Subject to the provisions of [Section 4] below and to provisions in the Plan for change in control, Performance Shares will be earned as follows: If the threshold level has been met, you will have earned 50% of the Performance Shares (as increased by the Dividend Equivalents). If the target level has been met, you will have earned 100% of the Performance Shares (as increased by the Dividend Equivalents). If the superior level has been met, you will have earned 200% of the Performance Shares (as increased by the Dividend Equivalents). Straight line interpolation will be used to determine earned awards based on achievement of goals between the threshold, target and superior levels.

Any payment to any Participant or Beneficiary in accordance with the terms of the Plan shall, to the extent thereof, be in full satisfaction of all claims hereunder, whether they be against the Company, the Committee, or the Trustee, any of whom may require the Participant or Beneficiary (or legal representative), as a condition precedent to such payment to execute a release and receipt therefor.