Common use of Amendment to Section 8 Clause in Contracts

Amendment to Section 8. 2. Section 8.2, Remedies, of the AMT Loan Agreement is hereby amended by deleting clauses (a) and (b) of such Section therewith in their entirety and substituting the following therefor: (a) If an Event of Default specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and shall be continuing, the Administrative Agent, at the request of the Majority Lenders but subject to Section 9.8 hereof, shall (i) (A) terminate the Revolving Loan Commitments and the SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstanding, and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall thereupon forthwith terminate, and (ii) require the Borrowers to, and the Borrowers shall thereupon, deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each of the Borrowers hereby pledges to the Administrative Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bank, or any of them, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstanding.”

Amendment to Section 8. 23. Section 8.2, Remedies, 8.3 of the AMT Loan Agreement is hereby amended by deleting clauses (a) and (b) of such Section therewith in their entirety and substituting the following thereforas follows: (a) If an Event Section 8.3(a)(ii) of Default specified the Agreement is hereby amended and restated in its entirety as follows: “(x) if this Agreement is terminated (A) pursuant to Section 8.1 8.1(c)(i) (other than an Event Breach by NYMEX Holdings) if the breach giving rise to such termination was willful, (B) pursuant to Section 8.1(b)(iii)(A) (No Stockholder Approval) or Section 8.1(c)(iv) (No Member Approval), or (C) pursuant to Section 8.1(b)(i) (Termination Date) without a vote of Default under Section 8.1(fthe stockholders of NYMEX Holdings contemplated by this Agreement at the NYMEX Holdings Stockholders Meeting having occurred or without a vote of the members of NYMEX contemplated by this Agreement at the NYMEX Member Meeting or otherwise, and in any such case of (A), (B) or (gC) hereofabove, a Takeover Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of NYMEX Holdings (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Takeover Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders of NYMEX Holdings at the NYMEX Holdings Stockholders Meeting, in the case of clause (B), or the date of termination, in the case of clauses (A) or (C), and (y) if within twelve (12) months after the date of such termination, NYMEX Holdings enters into a definitive agreement to consummate, or consummates, the transactions contemplated by any Takeover Proposal, then NYMEX Holdings shall pay to CME Group the Termination Fee by the second (2nd) Business Day following the date NYMEX Holdings enters into a definitive agreement or consummates such transaction; provided, that, solely for purposes of this Section 8.3(a)(ii) and Section 8.3(b), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 6.6(d) (No Solicitation), except that all references to fifteen percent (15%) shall have occurred be changed to fifty percent (50%). The amount of any Termination Expense Reimbursement actually paid pursuant to Section 6.8 (Fees and Expenses) shall be continuing, the Administrative Agent, at the request credited against any Termination Fee payable under this Section 8.3(a)(ii).” (b) Section 8.3(b) of the Majority Lenders but subject Agreement is hereby amended and restated in its entirety as follows: “In the event NYMEX Holdings or any of the NYMEX Holdings Subsidiaries or their respective Representatives shall have breached in any material respect any of their respective obligations under Section 6.6 (No Solicitation), which breach has resulted in a Takeover Proposal being publicly announced or otherwise communicated to Section 9.8 hereof, shall a member of senior management or the Board of Directors of NYMEX Holdings and (i) CME Group shall have not exercised its right to terminate this Agreement under Section 8.1(c)(ii) (AViolation of Non-Solicitation) terminate prior to a vote of the Revolving Loan Commitments and stockholders of NYMEX Holdings at the SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstanding, and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall thereupon forthwith terminate, NYMEX Holdings Stockholders Meeting and (ii) require this Agreement is terminated (x) pursuant to Section 8.1(b)(iii)(A) (No Stockholder Approval) or Section 8.1(c)(iv) (No Member Approval) or (y) pursuant to Section 8.1(b)(i) (Termination Date) without a vote of the Borrowers tostockholders of NYMEX Holdings contemplated by this Agreement at the NYMEX Holdings Stockholders Meeting having occurred or without a vote of the members of NYMEX contemplated by this Agreement at the NYMEX Member Meeting or otherwise, and the Borrowers then NYMEX Holdings shall thereuponpay to CME Group, deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligationsby wire transfer of immediately available funds, an amount equal to $50 million within three (3) Business Days following such termination; provided, however, that if within twelve (12) months after the maximum amount currently date of such termination, NYMEX Holdings enters into a definitive agreement to consummate, or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each of the Borrowers hereby pledges to the Administrative Agentconsummates, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (andtransactions contemplated by any Takeover Proposal, if applicablethen NYMEX Holdings shall pay to CME Group the Termination Fee, less the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit fee described in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal this Section 8.3(b) to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Creditextent already paid, all without any action by the Administrative Agent, second (2nd) Business Day following the Lenders, the Majority Lenders, the Issuing Bank, date NYMEX Holdings enters into a definitive agreement or any of them, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstandingconsummates such transaction.”

Amendment to Section 8. 205. Section 8.2, Remedies, of the AMT Loan Agreement is hereby amended by deleting clauses Clauses (a) and (b) of such Section therewith 8.05 of the Credit Agreement are amended in their entirety and substituting the following thereforrespective entireties to read as follows: (a) If an Event of Default specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and shall be continuing, the Administrative The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by either Agent, at the request of the Majority Lenders but subject to Section 9.8 hereofJPMorgan Securities Inc. (formerly Chase Securities Inc.), shall (i) (A) terminate the Revolving Loan Commitments and the SSI Revolving Loan Commitments (andWachovia Securities, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, Inc. or the Issuing Bank and the Administrative Agent under in connection with entering into this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Intercreditor Agreement, the Notes or any other Loan Document to the contrary notwithstanding, Pledge Agreement and the Revolving Loan Commitments Subsidiary Guaranty and SSI Revolving Loan Commitments in connection with any amendments, modifications or waivers of the provisions thereof (andbut only if such amendments, if applicable, modifications or waivers are requested by the Incremental Facility Commitments and/or Borrower or a Material Restricted Subsidiary) (whether or not the DDTL Commitments and/or the SSI DDTL Commitmentstransactions hereby contemplated are consummated) shall thereupon forthwith terminate, and (ii) require the Borrowers to, and the Borrowers shall thereupon, deposit or in an interest bearing account connection with the Administrative Agentissuance, as cash collateral for the Obligationsmodification, an amount equal to the maximum amount currently extension or at renewal of any time thereafter available to be drawn on all outstanding Letters Letter of Credit, and each of the Borrowers hereby pledges to the Administrative or incurred by either Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bank, or any Lender in connection with the enforcement of themtheir rights in connection with this Agreement, and without presentmentthe Intercreditor Agreement, demand, protest or other notice of any kind, all of which are expressly waived, anything in this the Pledge Agreement or the Subsidiary Guaranty or in connection with the Loans and Swingline Loans made and Letters of Credit issued hereunder, including the reasonable fees and disbursements of counsel for either Agent and the Issuing Bank or, in the other Loan Documents to case of enforcement following an Event of Default, the contrary notwithstandingLenders.” (b) THE BORROWER AGREES TO INDEMNIFY EACH LENDER AND ISSUING BANK AGAINST ANY LOSS, CALCULATED IN ACCORDANCE WITH THE NEXT SENTENCE, OR REASONABLE EXPENSE WHICH SUCH LENDER OR ISSUING BANK MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF (A) ANY FAILURE BY THE BORROWER TO BORROW OR TO CONVERT OR CONTINUE ANY LOAN OR SWINGLINE LOAN HEREUNDER (INCLUDING AS A RESULT OF THE BORROWER'S FAILURE TO FULFILL ANY OF THE APPLICABLE CONDITIONS SET FORTH IN ARTICLE 4) AFTER IRREVOCABLE NOTICE OF SUCH BORROWING, CONVERSION OR CONTINUATION HAS BEEN GIVEN PURSUANT HERETO, (B) ANY PAYMENT, PREPAYMENT OR CONVERSION, ASSIGNMENT OR FUNDING OF A EURODOLLAR LOAN OR NEGOTIATED RATE BORROWING REQUIRED BY ANY PROVISION OF THIS AGREEMENT OR OTHERWISE MADE OR DEEMED MADE ON A DATE OTHER THAN THE LAST DAY OF THE INTEREST PERIOD, IF ANY, APPLICABLE THERETO, (INCLUDING ANY FUNDING OF A EURODOLLAR LOAN OR NEGOTIATED RATE BORROWING AS A RESULT OF THE OPERATION OF SECTION 2.20(b)), (C) ANY DEFAULT IN PAYMENT OR PREPAYMENT OF THE PRINCIPAL AMOUNT OF ANY LOAN OR SWINGLINE LOAN OR ANY REIMBURSEMENT OBLIGATION IN RESPECT OF ANY LC DISBURSEMENT OR ANY PART THEREOF OR INTEREST ACCRUED THEREON, AS AND WHEN DUE AND PAYABLE (AT THE DUE DATE THEREOF, WHETHER BY SCHEDULED MATURITY, ACCELERATION, IRREVOCABLE NOTICE OF PREPAYMENT OR OTHERWISE) OR (D) THE OCCURRENCE OF ANY EVENT OF DEFAULT, INCLUDING, IN EACH SUCH CASE, ANY LOSS OR REASONABLE EXPENSE SUSTAINED OR INCURRED OR TO BE SUSTAINED OR INCURRED BY SUCH LENDER IN LIQUIDATING OR EMPLOYING DEPOSITS FROM THIRD PARTIES, OR WITH RESPECT TO COMMITMENTS MADE OR OBLIGATIONS UNDERTAKEN WITH THIRD PARTIES, TO EFFECT OR MAINTAIN ANY LOAN OR SWINGLINE LOAN HEREUNDER OR ANY PART THEREOF AS A EURODOLLAR LOAN OR NEGOTIATED RATE BORROWING. SUCH LOSS SHALL INCLUDE AN AMOUNT EQUAL TO THE EXCESS, IF ANY, AS REASONABLY DETERMINED BY SUCH LENDER, OF (i) ITS COST OF OBTAINING THE FUNDS FOR THE LOAN OR SWINGLINE LOAN BEING PAID, PREPAID, CONVERTED OR NOT BORROWED (ASSUMED TO BE THE LIBO RATE OR, WITH RESPECT TO A NEGOTIATED RATE BORROWING, THE APPLICABLE NEGOTIATED RATE) FOR THE PERIOD FROM THE DATE OF SUCH PAYMENT, PREPAYMENT OR FAILURE TO BORROW TO THE LAST DAY OF THE INTEREST PERIOD FOR SUCH LOAN (OR, IN THE CASE OF A FAILURE TO BORROW THE INTEREST PERIOD FOR SUCH LOAN OR SWINGLINE LOAN WHICH WOULD HAVE COMMENCED ON THE DATE OF SUCH FAILURE) OVER (ii) THE AMOUNT OF INTEREST (AS REASONABLY DETERMINED BY SUCH LENDER) THAT WOULD BE REALIZED BY SUCH LENDER IN RE-EMPLOYING THE FUNDS SO PAID, PREPAID OR NOT BORROWED FOR SUCH PERIOD OR INTEREST PERIOD, AS THE CASE MAY BE.

Amendment to Section 8. 214. The last sentence in Section 8.2, Remedies, 8.14 of the AMT Loan Credit Agreement is hereby amended by deleting clauses and restated in its entirety to read as follows: CHAR1\1775482v8 Notwithstanding the foregoing, during the period commencing on the Fifth Amendment Effective Date and ending on the date in which the Borrower demonstrates that the Consolidated Leverage Ratio is less than 2.50:1.00 as determined based on the actual amount of Consolidated EBITDA for the applicable four consecutive Fiscal Quarter period then ended (aand not, for the avoidance of doubt, the Annualized EBITDA) as set forth above in this Section 8.14 (the “Capital Expenditure Basket Period”), the Credit Parties and (b) of such Section therewith in their entirety and substituting the following therefor: (a) If an Event of Default specified in Section 8.1 Subsidiaries may make Consolidated Capital Expenditures (other than Consolidated Maintenance Capital Expenditures) in any Fiscal Quarter (commencing with the Fiscal Quarter ending December 27, 2020) in an Event amount not to exceed 75% of Default under Section 8.1(f) or the amount by which Consolidated EBITDA for the immediately preceding Fiscal Quarter exceeds $7,500,000 (g) hereof) shall have occurred the “Capital Expenditure Basket Amount”); provided that if the Credit Parties and shall be continuingtheir Subsidiaries do not utilize the entire amount of Consolidated Capital Expenditures permitted in any such Fiscal Quarter, the Administrative AgentCredit Parties may carry forward such unutilized amount to increase the aggregate amount of Consolidated Capital Expenditures permitted to be made under this Section 8.14 during the Capital Expenditure Basket Period. Notwithstanding the foregoing, at during the request 2021 Fiscal Year, the Credit Parties and their Subsidiaries shall not make Consolidated Capital Expenditures (other than Consolidated Maintenance Capital Expenditures) in an excess of the Majority Lenders but subject to Section 9.8 hereof, shall $5,000,000 funded with (i) (A) terminate the Revolving Loan Commitments and the SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments Capital Expenditure Basket Amount and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstanding, and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall thereupon forthwith terminate, and (ii) require the Borrowers to, and the Borrowers shall thereupon, deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each net cash proceeds from the sale-leaseback of the Borrowers hereby pledges to the Administrative Agentowned real property located at 2000 Xxxxx Xxxxxxx Xxxxxxx, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (andXxxx Xxxxxxxxxx, if applicableXxxxxxx 00000; provided, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest inhowever, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bank, or any of them, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything nothing in this Agreement or in Section 8.14 will prohibit the other Loan Documents to Credit Parties and their Subsidiaries from making Consolidated Maintenance Capital Expenditures after the contrary notwithstandingSixth Amendment Effective Date.”

Amendment to Section 8. 2. (a) Section 8.28.1(a)(i) is hereby amended to read in its entirety as follows: (i) all losses, Remediesdamages, liabilities, deficiencies, obligations, costs and expenses ("Losses") directly or indirectly resulting from or arising out of (A) any representation or warranty of the AMT Loan Seller Parties contained in this Agreement that survives the Closing pursuant to Section 9.1 or of the Parent Parties contained in the Undertaking Letters not being true and correct when made or deemed made, (B)(1) any claims or allegations from one or more Persons other than the Purchasers that the making, using, selling, importing or offering for sale of the current, past or, to the Seller Parties' knowledge, proposed future (as reflected in the 2002 Budget), products, services or processes of OpenTV and its Subsidiaries, are covered by, infringe upon or otherwise violate, directly or indirectly, any patents or patent applications referred to in Schedule 8.1(a), and (2) any obligation or any claim for satisfying any obligation of OpenTV or its Subsidiaries to indemnify or hold harmless any Person from any losses, damages, liabilities, deficiencies, obligations, costs or expenses relating to such patents or patent applications referred to in Schedule 8.1(a) (collectively, the "Schedule 8.1(a) Claims"), and (C) any nonperformance or breach of any covenant or agreement of the Seller Parties contained in this Agreement (including the covenants and agreements set forth in Article I) or of the Parent Parties contained in the Undertaking Letters; and" (b) Section 8.1(c) of the Stock Purchase Agreement is hereby amended by deleting clauses (a) and (b) of such Section therewith to read in their its entirety and substituting the following thereforas follows: (a1) If an Event Seller Group Basket Amount- Other than with respect to Losses directly or indirectly resulting from a breach of Default specified in any Excluded Basket Representation (as defined below) and Purchaser Special Indemnification Claims (as defined below), no indemnification by the Seller Parties under this Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and shall be continuing, the Administrative Agent, at the request of the Majority Lenders but subject to Section 9.8 hereof, shall (i) (A) terminate the Revolving Loan Commitments and the SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice in respect of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstanding, and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL CommitmentsSchedule 8.1(a) shall thereupon forthwith terminate, and (ii) require the Borrowers to, and the Borrowers shall thereupon, deposit in an interest bearing account with the Administrative Agent, as cash collateral for the ObligationsClaim, an amount equal to the maximum amount currently inaccuracy in or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each of the Borrowers hereby pledges to the Administrative Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bank, or any of them, and without presentment, demand, protest or other notice breach of any kind, all of which are expressly waived, anything representation or warranty in this Agreement or in any certificate delivered pursuant hereto or any breach of the other Loan Documents covenants and agreements of the Seller Parties to be performed at or prior to the contrary notwithstandingClosing in Articles II and IV, shall be due and payable unless the aggregate amount of all Losses for which the Purchasers are entitled to indemnification pursuant to this Agreement or pursuant to the Joinder Agreement in the aggregate (such aggregate amount of Losses, together with the fees, costs and expenses described in Section 8.1(a)(ii) of this Agreement or Section 7.1(a)(ii) of the Proposed Joinder Agreement, the "Purchaser Aggregate Losses"), exceeds US $4,000,000 (the "Seller Group Basket Amount"), whereupon the Seller Parties will be obligated (as provided herein) to pay the Purchaser Aggregate Losses included in the Seller Group Basket Amount, but only to the extent that such Purchaser Aggregate Losses exceed the Deductible Amount (as defined below), as well as the amount of any Purchaser Aggregate Losses in excess of the Seller Group Basket Amount.”

Amendment to Section 8. 213(a)(i) of the Credit Agreement. Section 8.2, Remedies, 8.13(a)(i) of the AMT Loan Credit Agreement is hereby amended by deleting clauses (a) and (b) of such Section therewith deleted in their its entirety and substituting replaced with the following therefor: (a) If following: “If, after the Closing Date, the Borrower wishes to designate as an Event of Default specified in Section 8.1 (Eligible Borrowing Base Property a Real Estate Asset that otherwise qualifies as an Eligible Borrowing Base Property but is owned by a Person other than an Event of Default under Section 8.1(f) the Borrower or (g) hereof) shall have occurred and shall be continuinga Subsidiary Guarantor, the Administrative AgentBorrower shall give the Agent a written request thereof (the “Addition Request”). With the Addition Request, at the request Borrower and/or the potential Subsidiary Guarantor, as applicable, shall deliver to the Agent each of the Majority Lenders but subject to Section 9.8 hereof, shall (i) (A) terminate the Revolving Loan Commitments and the SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kindfollowing, all of which are hereby expressly waivedmust be satisfactory to and approved by the Agent: (i) the organizational structure and Organizational Documents for the direct and indirect owners of such potential Eligible Borrowing Base Property; (ii) the operating statements and rent roll with respect to such potential Eligible Borrowing Base Property; (iii) a Certificate of Compliance in the form of Exhibit C evidencing compliance with the covenants set forth in § 10, anything and containing a certification that no Default or Event of Default exists and that such potential Borrowing Base Asset is not the subject of a Disqualifying Environmental Event or a Disqualifying Structural Event, in this Agreementeach case after giving effect to the inclusion of the additional Eligible Borrowing Base Property; and (iv) such other documents, instruments, agreements, amendments or supplements to existing Security Documents, lien search results, opinions or other information as the Agent deems necessary or advisable with respect to such potential Eligible Borrowing Base Property, the Notes potential Subsidiary Guarantor or any other Loan Document the potential Pledged Interests (the items specified in clauses (i) through (iv), the “New Property Diligence Documents”). The requested addition of such new Eligible Borrowing Base Property shall be effective upon the receipt of Unanimous Lender Approval (it being hereby agreed that a Lender shall be deemed to have consented to the contrary notwithstandingAddition Request if, after ten (10) Business Days following the receipt by such Lender of the Addition Request and the New Property Diligence Documents, such Lender shall not have responded in writing to the Agent) and the Agent’s receipt of, and satisfaction with, the Revolving Loan Commitments New Property Diligence Documents and SSI Revolving Loan Commitments (andthe applicable Joinder Documents, which shall include, without limitation, a joinder to the Subsidiary Guaranty pursuant to which such Wholly-owned Subsidiary which owns the potential Eligible Borrowing Base Property guarantees the Obligations, a supplement to the Equity Pledge Agreement pursuant to which one hundred percent of the Equity Interests of such Subsidiary shall be pledged to the Agent and a supplement to the Account Agreement, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall thereupon forthwith terminate, and (ii) require the Borrowers to, and the Borrowers shall thereupon, deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each of the Borrowers hereby pledges to the Administrative Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bank, or any of them, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstanding.”

Amendment to Section 8. 210. Section 8.2, Remedies, 8.10 of the AMT Loan Credit Agreement is hereby amended by deleting clauses (a) and (b) of such Section therewith restated in their its entirety and substituting the following thereforas follows: (a) If In the event that at any time after the Closing Date (x) the Borrower creates, holds, acquires or at any time has any Subsidiary (other than the Excluded Subsidiary or the Insurance Subsidiary and other than a Foreign Subsidiary as to which Section 8.10(b) applies) that is not a party to the Subsidiary Guaranty, or (y) an Event of Default specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and shall be continuingcontinuing and the Borrower has any Subsidiary (other than the Insurance Subsidiary) that is not a party to the Subsidiary Guaranty, the Borrower will immediately, but in any event within 5 Business Days, notify the Administrative Agent in writing of such event, identifying the Subsidiary in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may give such request on its own initiative or upon request by the Required Lenders), cause such Subsidiary to deliver to the Administrative Agent, at in sufficient quantities for the request of the Majority Lenders but subject to Section 9.8 hereofLenders, shall (i) (A) terminate the Revolving Loan Commitments a joinder supplement, reasonably satisfactory in form and the SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed substance to the LendersAdministrative Agent, duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the Issuing Bank and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstanding, and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall thereupon forthwith terminateSubsidiary Guaranty as a guarantor thereunder, and (ii) require if such Subsidiary is a corporation, resolutions of the Borrowers toBoard of Directors of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement, or if such Subsidiary is not a corporation, such other evidence of the authority of such Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. Notwithstanding the foregoing, in the event the Excluded Subsidiary shall cease to be an inactive Subsidiary or shall acquire any material assets or liabilities, the Borrower will immediately, and the Borrowers shall thereuponin any event within 5 Business Days, deposit in an interest bearing account with notify the Administrative AgentAgent in writing of such event, as cash collateral for the Obligations, an amount equal referring specifically to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each rights of the Borrowers hereby pledges Administrative Agent and the Lenders under this Section. The Borrower will, within 15 days following request therefor from the Administrative Agent (who may give such request on its own initiative or upon request by the Required Lenders), cause the Excluded Subsidiary to deliver to the Administrative Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security in sufficient quantities for the ObligationsLenders, (i) a joinder supplement, reasonably satisfactory in form and substance to the Administrative Agent, duly executed by the Excluded Subsidiary, pursuant to which the Excluded Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (ii) such other evidence of the authority of the Excluded Subsidiary to execute such joinder supplement as the Administrative Agent may reasonably request. (b) Upon Notwithstanding the occurrence foregoing, (i) the Borrower shall not, unless the Administrative Agent otherwise notifies the Borrower in writing, be required to pledge its stock or other equity interests in the Insurance Subsidiary, and continuance of (ii) the Borrower shall not, unless an Event of Default specified in Section 8.1(fshall have occurred and be continuing, be required to pledge (or cause to be pledged) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount more than 65% of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit stock or other equity interests in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bankfirst tier Foreign Subsidiary, or any of themthe stock or other equity interests in any other Foreign Subsidiary, or to cause a Foreign Subsidiary to join in the Subsidiary Guaranty or to become a party to the Security Agreement or any other Security Document, if (x) to do so would subject the Borrower to liability for additional United States income taxes by virtue of Section 956 of the Code in an amount the Borrower considers material, and without presentment(y) the Borrower provides the Administrative Agent with documentation, demandincluding computations prepared by the Borrower’s internal tax officer, protest its independent accountants or other notice of any kindtax counsel, all of which are expressly waived, anything in this Agreement or in the other Loan Documents reasonably acceptable to the contrary notwithstandingRequired Lenders, in support thereof.”

Amendment to Section 8. 2. Section 8.2, Remedies, 8 of the AMT Loan Credit Agreement is hereby amended by deleting clauses (a) and (b) of such Section therewith in their entirety and substituting the following therefor: text therefrom: "either or both of the following actions may be taken: (ai) If an Event with the consent of Default specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and shall be continuingthe Majority Revolving Credit Facility Lenders, the Administrative AgentAgent may, at or upon the request of the Majority Lenders but subject Revolving Credit Facility Lenders, the Administrative Agent shall, by notice to Section 9.8 hereofthe Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate;" and substituting in lieu thereof the following: "any or all of the following actions may be taken: (i) (A) terminate with the consent of the Majority Revolving Loan Commitments and the SSI Revolving Loan Commitments (and, if applicable, the Incremental Credit Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, the Issuing Bank and Administrative Agent may, or upon the request of the Majority Revolving Credit Facility Lenders, the Administrative Agent under this Agreementshall, by notice to the Notes and any other Loan Documents Borrower declare the Revolving Credit Commitments to be forthwith due and payable without presentmentterminated forthwith, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstanding, and whereupon the Revolving Loan Credit Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall thereupon forthwith immediately terminate, and ; (ii) require the Borrowers to, and the Borrowers shall thereupon, deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each consent of the Borrowers hereby pledges to the Administrative Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Majority Overadvance Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Administrative Agent may, or upon the request of the Majority Overadvance Facility Lenders, the Issuing BankAdministrative Agent shall, by notice to the Borrower declare the Overadvance Commitments to be terminated forthwith, whereupon the Overadvance Commitments shall immediately terminate; (iii) with the consent of the Majority Customer Facility Lenders, the Administrative Agent may, or any upon the request of themthe Majority Customer Facility Lenders, and without presentmentthe Administrative Agent shall, demand, protest or other by notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstanding.”Borrower declare the Customer Commitments to be terminated forthwith, whereupon the Customer Commitments shall immediately terminate; and (iv)"

Amendment to Section 8. 25. Section 8.2, Remedies, 8.5 of the AMT Loan Merger Agreement is hereby amended by deleting clauses (a) and (b) of such Section therewith the last sentence thereof in their its entirety and substituting for such sentence the following therefor: (a) If an Event of Default specified following: Except as set forth in Section 8.1 (Sections 5.8, 5.13 and 5.20, this Agreement is not intended to confer upon any person other than an Event the parties hereto any rights or remedies hereunder. 1.5 Amendment to Section 8.7. Section 8.7 of Default under Section 8.1(f) the Merger Agreement is hereby amended by deleting such section in its entirety and substituting for such section the following: Neither this Agreement nor any of the rights, interests or (g) hereof) shall have occurred and obligations hereunder shall be continuing, the Administrative Agent, at the request assigned by any of the Majority Lenders but subject parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, that upon the merger of the Company into a wholly owned subsidiary to be formed as a Delaware corporation ("Delaware Station"), in accordance with Section 9.8 hereof1.1 of this Agreement, shall Delaware Station, as successor-in-interest to the Company, automatically will become a party to this Agreement and succeed to all of the rights, interests and obligations of the Company hereunder; and further provided, that upon the merger of the Company into Delaware Station, (i) references herein and in the Company's disclosure letter delivered in connection herewith to the Company shall be deemed also to include a reference to Delaware Station, (Aii) terminate references herein to the Revolving Loan Commitments State of Nevada shall be deemed to include, or be replaced with, as the context requires, a reference to the State of Delaware, and (iii) references herein to the NGCL and the SSI Revolving Loan Commitments (andprovisions thereof shall be 2 deemed to include, if applicableor be replaced with, as the context requires, a reference to the corresponding provision or provisions of the Delaware General Corporation Law, as amended; provided further, that the parties hereto agree that prior to the twentieth day prior to such merger of the Company and Delaware Station, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans parties hereto shall have obtained resolutions from their respective governing boards and the Notes board of directors and all other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice stockholders of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstandingDelaware Station approving, and the Revolving Loan Commitments parties hereto and SSI Revolving Loan Commitments Delaware Station shall have executed and delivered, an assignment agreement assigning the rights and obligations of the Company hereunder to Delaware Station, in a form constituting a merger agreement between Delaware Station and Crescent for purposes of Delaware law. 1.6 Amendment to Exhibit B. Exhibit B to the Merger Agreement (and, if applicable, as first included in Exhibit B to the Incremental Facility Commitments and/or Second Amendment to the DDTL Commitments and/or Agreement and Plan of Merger) is hereby amended by deleting the SSI DDTL Commitments) shall thereupon forthwith terminate, last sentence of Paragraph 3 of Exhibit B in its entirety and (ii) require the Borrowers to, and the Borrowers shall thereupon, deposit in an interest bearing account substituting for such sentence with the Administrative Agent, as cash collateral following: The same number of unit purchase rights will entitle a holder to purchase one unit of Crescent Real Estate Equities Limited Partnership for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each of the Borrowers hereby pledges to the Administrative Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bank, or any of them, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstanding.”$62 1/4. MISCELLANEOUS 2.1

Amendment to Section 8. 215(a). Subsection (a) of Section 8.2, Remedies, of the AMT Loan Agreement 8.15 is hereby amended by deleting clauses (a) and (b) of such Section therewith in their its entirety and substituting the following thereforto read as follows: (ai) If Subject to the provisions of this Section 8.15(a)(i), and except as set forth below in Section 8.15(a)(ii), after the Closing, each Domestic Transferring Employee who was a participant in Welfare Plans maintained by Seller (“Seller Welfare Plans”) immediately prior to the Closing shall cease to participate in the Seller Welfare Plans and shall immediately become eligible to participate in the Welfare Plans established or maintained by Purchaser or an Event ERISA Affiliate of Default Purchaser (“Purchaser Welfare Plans”) in accordance with the terms and conditions of the Purchaser Welfare Plans. Any Domestic Transferring Employee who enrolls in the Purchaser’s short-term disability plan after the Closing shall be eligible to receive benefits under that plan after the Closing provided the Domestic Transferring Employee satisfies the conditions for benefits under such plan and has satisfied the elimination period specified in Section 8.1 (other than the plan during employment with Seller or an Event ERISA Affiliate of Default Seller, as the case may be, and/or Purchaser or an ERISA Affiliate of Purchaser, as the case may be. After Closing, all salaried and nonbargaining unit hourly Domestic Transferring Employees shall be eligible to participate in the Purchaser Welfare Plans provided to similarly situated employees of Purchaser or Purchaser’s Affiliate immediately prior to the Closing. With respect to bargaining unit BPP Transferring Employees, such plan shall provide benefits consistent with the obligations under Section 8.1(f) or (g) hereof) the Collective Bargaining Agreement as of the date of this Agreement. The Purchaser Welfare Plans shall have occurred waive any preexisting condition limitations and shall give credit to each Domestic Transferring Employee toward any deductible, coinsurance, or out-of-pocket limit under the Purchaser Welfare Plans (except for Long-Term Disability, where the preexisting condition limitations cannot be continuingwaived by Purchaser) for expenses incurred under any Seller Welfare Plan during the plan year in which the Closing Date occurs, provided that such Transferring Employees are covered under a substantially equivalent plan immediately prior to the Administrative AgentClosing and provided that Seller, at within 60 days after the request Closing Date, provides sufficient information to confirm such expenses. The Purchaser Welfare Plans shall also, as of the Majority Lenders but subject Closing, recognize service credit for each Domestic Transferring Employee’s continuous prior service with Seller, any ERISA Affiliate of Seller, or the predecessors of any of them immediately prior to Section 9.8 hereof, shall Closing for purposes of eligibility to participate in said Purchaser Welfare Plans. (iii) (A) terminate the Revolving Loan Commitments and the SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, Notwithstanding anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstandingin Section 8.15(a)(i) or 8.15(c), and each Domestic Transferring Employee who participated in (I) the Revolving Loan Commitments and SSI Revolving Loan Commitments (andSeller’s Fully Insured Plans shall continue to participate in such plans through May 31, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall thereupon forthwith terminate2004, and (iiII) require the Borrowers toSeller’s Self Insured Plans shall cease to participate in such plans after May 7, 2004. Any claims and expenses related thereto incurred by Domestic Transferring Employees under Seller’s Fully Insured Plans prior to 12:00 a.m. (Eastern Time) on June 1, 2004 shall be covered under the Borrowers shall thereupon, deposit Seller’s Fully Insured Plans in an interest bearing account accordance with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each of the Borrowers hereby pledges to the Administrative Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bank, or any of them, and without presentment, demand, protest or other notice terms of any kind, all of which such plan. Purchaser and any Purchaser Welfare Plans shall have no Liability for any claims under Seller’s Fully Insured Plans and any expenses related thereto that are expressly waived, anything in this Agreement or in the other Loan Documents incurred prior to the contrary notwithstanding.”12:00 a.m. (Eastern Time) on June 1,

Amendment to Section 8. 22(a). Section 8.2, Remedies, 8.2(a) of the AMT Loan Agreement is hereby amended by deleting clauses (a) and (b) of such Section therewith section in their its entirety and substituting inserting in lieu thereof the following therefor: following: “If, after the Acquiror Shareholder Meeting the cash available in the Trust Account after deducting the amount required to satisfy the Acquiror Share Redemption Amount (athe “Trust Amount”) If is less than the sum of (x) Four Hundred Million Dollars ($400,000,000), plus (y) if applicable, an Event aggregate of Default specified approximately $24,150,000 of deferred underwriting commissions being held in the Trust Account (but in no event including any Transaction Expenses or transaction expenses of Acquiror or its Affiliates as set forth on a written statement to be delivered to the Holder pursuant to Section 8.1 2.4(d)) (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and shall be continuingthe “Minimum Available Acquiror Cash Amount”), the Administrative Agentthen, at the request of the Majority Lenders but subject to Section 9.8 hereofClosing, shall (i) (A) terminate if Holder has elected that, pursuant to and in accordance with the Revolving Loan Commitments and terms of the SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Purchase Agreement, the Notes and XX Xxxxxx shall purchase any other Loan Documents amount of Primary Shares (as defined in the Purchase Agreement), then the Primary Purchase Price (as defined in the Purchase Agreement) to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything paid in this Agreement, exchange for such Primary Shares (the Notes or any other Loan Document to the contrary notwithstanding, and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments“Investment Amount”) shall thereupon forthwith terminate, be counted towards the Minimum Available Acquiror Cash Amount and (ii) require the Borrowers toHolder and its Affiliates shall, and subject to Section 8.2 of the Borrowers shall thereuponHolder Disclosure Letter, deposit in an interest bearing account with have the Administrative Agent, as cash collateral for right (but not the Obligations, an amount equal obligation) to purchase additional shares of Acquiror Common Stock at a price per share of $10.00 (the “Additional Holder Equity Amount”) up to the maximum Minimum Available Acquiror Cash Amount less the amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each of the Borrowers hereby pledges Primary Purchase Price counted towards the Minimum Available Acquiror Cash Amount pursuant to clause (i) above, at which point the Administrative Agentcondition set forth in Section 10.3(d) shall be satisfied (the amount as calculated by adding the Trust Amount, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment Additional Holder Equity Amount (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitmentsany) and the Issuing Bank Investment Amount, the “Available Acquiror Cash”). Without limiting the foregoing, if the Available Acquiror Cash is reasonably expected to be less than $200,000,000, then the Holder and grants its Affiliates shall, subject to them a security interest inSection 8.2 of the Holder Disclosure Letter, all such cash as security be entitled to purchase, or arrange for the Obligations. (b) Upon purchase by third Persons of, additional shares of Acquiror Common Stock at a price per share of $10.00 in an aggregate amount such that the occurrence and continuance of an Event of Default specified in Section 8.1(f) Available Acquiror Cash is, at or (g) hereofimmediately prior to the Closing, all principal, interest and other amounts due hereunder and under the Notesequal to at least $200,000,000 after giving effect to such purchases, and all other Obligations, such purchases made pursuant to this sentence shall thereupon be added to the definition and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of Available Acquiror Cash including for purposes of Section 10.3(d). Acquiror shall reasonably cooperate with and shall take all actions reasonably required to effect the Loans outstanding hereunder shall bear interest at the Default Rateforegoing, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agentincluding, as cash collateral for the Obligationswithout limitation, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters by issuing additional shares of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bank, or any of them, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstandingAcquiror Common Stock.”

Amendment to Section 8. 2. Section 8.2, Remedies, of the AMT Loan Agreement is hereby amended by deleting clauses (aSections 8.2(a) and (b) of the Loan Agreement, Remedies, is hereby amended by deleting such Section therewith sections in their entirety and substituting in lieu thereof the following thereforfollowing: (a) If an Event of Default specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and shall be continuing, the Administrative Agent, at the request of the Majority Required Lenders but subject to Section 9.8 9.8(a) hereof, shall (i) (A) terminate the Revolving Loan Commitments Commitments, the Swing Line Commitment and the SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or Commitment, (Bii) declare the principal of and interest on the Loans and the Notes and the Incremental Facility Notes, and all other amounts owed to the Lenders, the Issuing Bank Swing Line Lender and the Administrative Agent under this Agreement, the Notes and the Incremental Facility Notes, and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes and the Incremental Facility Notes, or any other Loan Document to the contrary notwithstanding, and the Revolving Loan Commitments Commitment, the Swing Line Commitment and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) Commitment shall thereupon forthwith terminate, and terminate and/or (iiiii) require the Borrowers Borrower to, and the Borrowers Borrower shall thereupon, deposit in an interest bearing reserve account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each of the Borrowers Borrower hereby pledges to the Administrative Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. All amounts (and accrued interest thereon) then remaining in the Letter of Credit Reserve Account shall be returned to the Borrower promptly after all Events of Default have been waived or cured to the reasonable satisfaction of the Administrative Agent. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes and the Incremental Facility Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments Commitment and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) Commitment shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers Borrower shall thereupon forthwith deposit in an interest bearing reserve account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority LendersSwing Line Lender, the Issuing Bank, the Lenders, or the Required Lenders, or any of them, them and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstanding. All amounts (and accrued interest thereon) then remaining in the Letter of Credit Reserve Account shall be returned to the Borrower promptly after all Events of Default have been waived or cured to the reasonable satisfaction of the Administrative Agent.”"

Amendment to Section 8. 2. Section 8.2, Remedies, 8 of the AMT Loan Credit Agreement is ---------------------- hereby amended by deleting clauses (a) and deleting paragraph (bf) of such Section therewith in their entirety and substituting in lieu thereof the following therefor:new paragraph (f): (a) If an Event of Default specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred and shall be continuing, the Administrative Agent, at the request of the Majority Lenders but subject to Section 9.8 hereof, shall (i) the Borrower or any of its Subsidiaries or Mariner or any of its Subsidiaries shall commence any case, proceeding or other action (A) terminate the Revolving Loan Commitments and the SSI Revolving Loan Commitments (andunder any existing or future law of any jurisdiction, if applicabledomestic or foreign, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) declare the principal seeking appointment of and interest on the Loans and the Notes and all other amounts owed to the Lendersa receiver, the Issuing Bank and the Administrative Agent under this Agreementtrustee, the Notes and any other Loan Documents to be forthwith due and payable without presentmentcustodian, demand, protest conservator or other notice of any kind, similar official for it or for all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to substantial part of its assets, or the contrary notwithstanding, and Borrower or any of its Subsidiaries or Mariner or any of its Subsidiaries shall make a general assignment for the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall thereupon forthwith terminate, and benefit of its creditors; or (ii) require there shall be commenced against the Borrowers to, and the Borrowers shall thereupon, deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each of the Borrowers hereby pledges to the Administrative Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bank, Borrower or any of themits Subsidiaries or Mariner or any of its Subsidiaries any case, and without presentment, demand, protest proceeding or other notice action of any kind, all of a nature referred to in clause (i) above which are expressly waived, anything in this Agreement or (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any of its Subsidiaries or Mariner or any of its Subsidiaries any case, proceeding or other Loan Documents to action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the contrary notwithstanding.”entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any of its Subsidiaries or Mariner or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any of its Subsidiaries or Mariner or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or",

Amendment to Section 8. 202. Section 8.2, Remedies, 8.02 of the AMT Loan Agreement is hereby amended by deleting clauses (a) and (b) of such Section therewith section in their its entirety and substituting replacing it with the following thereforfollowing: (a) If an Event of Default The Servicer shall maintain, or cause to be maintained for Borrower’s account, with respect to the Cash, insurance covering losses resulting from ATM malfunction, theft, fraud, fire, and any other items as may be reasonably requested by the Administrative Agent or the Liquidity Agent in the amounts specified in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) Schedule II. The Servicer shall have occurred and shall be continuing, the Administrative Agent, at the request of the Majority Lenders but subject to Section 9.8 hereof, shall cause each such insurance policy (i) (A) terminate to name the Revolving Loan Commitments and Collateral Agent, for the SSI Revolving Loan Commitments (andbenefit of the Secured Parties, if applicableas the loss payee, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes and any other Loan Documents to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement, the Notes or any other Loan Document to the contrary notwithstanding, and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall thereupon forthwith terminate, and (ii) require the Borrowers toto be issued by a reputable insurance company with claims paying ratings of at least “A” by Standard & Poor’s and at least “A2” by Moody’s and (iii) to provide that it may not be cancelled, amended or terminated without at least 30 days prior written notice to Borrower and the Borrowers shall thereupon, deposit in an interest bearing account with the Administrative Collateral Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each of the Borrowers hereby pledges to the Administrative Agent, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon The Servicer shall maintain, or cause to be maintained for Borrower’s account, at all times on and after June 16, 2003, in addition to any insurance provided or carried by any Armored Car Carriers, shipper’s risk insurance covering losses of Cash while in the occurrence possession of Armored Car Carriers with an aggregate amount of coverage equal to not less than $30,000,000. The Servicer shall cause each such insurance policy (i) to name the Collateral Agent, for the benefit of the Secured Parties, as the loss payee and continuance (ii) to provide that it may not be cancelled, amended or terminated without at least 30 days prior written notice to Borrower and the Collateral Agent. (c) The Servicer shall maintain with respect to Servicer’s officers and directors one or more D&O insurance policies with an aggregate amount of an Event coverage equal to not less than $15,000,000. The Servicer shall cause each such insurance policy (i) to be issued by a reputable insurance company with claims paying ratings of Default specified in at least “A” by Standard & Poor’s and at least “A2” by Moody’s and (ii) to provide that it may not be cancelled, amended or terminated without at least 30 days prior written notice to Borrower and the Collateral Agent. (d) With respect to each insurance policy required by this Section 8.1(f) or (g) hereof8.02, all principal, interest the Servicer shall promptly file and other amounts due hereunder and under shall diligently pursue any claims with respect to the NotesCash with the applicable insurer, and shall deposit all other Obligations, shall thereupon and concurrently proceeds received in connection therewith become due and payable and in the Revolving Loan Commitments and SSI Revolving Loan Commitments Credit Balance Settlement Account within one (and, if applicable1) Business Day of receipt. Upon any failure of the Servicer to take any such actions, the Incremental Facility Commitments and/or Collateral Agent shall have the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate right to take any such actions in its place and the principal amount of the Loans outstanding hereunder shall bear interest stead and shall, at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with direction of the Administrative Agent, as cash collateral for take any such actions in its place and stead, and the Obligations, an amount equal Servicer shall cooperate with the Collateral Agent in taking any such action. Within three (3) Business Days of obtaining knowledge of any loss with respect to the maximum amount currently or at any time thereafter available Cash which is required to be drawn on all outstanding Letters covered by insurance pursuant to this Agreement, the Servicer shall deposit the full amount of Credit, all without any action such loss into the Credit Balance Settlement Account. Upon receipt by the Administrative Agent, Servicer or the Lenders, Collateral Agent of the Majority Lenders, the Issuing Bank, or any of them, and without presentment, demand, protest or other notice proceeds of any kind, all of claim made with respect to any such loss for which are expressly waived, anything in this Agreement or in the other Loan Documents Servicer has advanced a loss payment pursuant to the contrary notwithstandingpreceding sentence, such proceeds shall be paid to the Servicer in reimbursement of its payment and shall not constitute Collections to be distributed in accordance with Section 3.03. Each of the Borrower and the Servicer covenants and agrees not to amend or terminate any such insurance policy without the prior written consent of the Liquidity Agent.”

Amendment to Section 8. 2. Section 8.2, Remedies, 8.2(h) of the AMT Loan Credit Agreement is hereby amended in its entirety to read as follows: Indebtedness incurred by deleting clauses the Borrower to finance any Acquisition permitted under Section 8.8(i)(a "Permitted Acquisition") in an aggregate principal amount not to exceed $75,000,000 at any time outstanding; provided, that such Indebtedness is either (ax) an Additional Acquisition Extension of Credit or (y) is subordinated to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes; provided further, that (A) if such Indebtedness is to be incurred to finance a Permitted Acquisition prior to the consummation of such Permitted Acquisition, the Borrower must have entered into a definitive purchase agreement with respect to such Permitted Acquisition prior to incurring such Indebtedness and the Borrower shall either (x) consummate such Permitted Acquisition within 180 days from the incurrence of such Indebtedness or (y) either (I) in each case within 180 days from the incurrence of such Indebtedness (i) terminate such definitive purchase agreement, (ii) enter into another definitive purchase agreement with respect to another Permitted Acquisition (a "Replacement Acquisition") and (biii) consummate such Replacement Acquisition or (II) apply the Net Cash Proceeds of such Section therewith in their entirety and substituting Indebtedness toward the following therefor: (a) If an Event prepayment of Default specified the Term Loans as set forth in Section 8.1 (other than an Event of Default under Section 8.1(f) or (g) hereof) shall have occurred 4.2(e), and shall be continuing, the Administrative Agent, at the request of the Majority Lenders but subject to Section 9.8 hereof, shall (i) (A) terminate the Revolving Loan Commitments and the SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and/or (B) declare the principal of and interest on the Loans and the Notes and all other amounts owed to the Lenders, the Issuing Bank and the Administrative Agent under this Agreement, the Notes and any other Loan Documents if such Indebtedness is to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement, incurred to finance a Permitted Acquisition after the Notes or any other Loan Document to the contrary notwithstanding, and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall thereupon forthwith terminate, and (ii) require the Borrowers to, and the Borrowers shall thereupon, deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each date of the Borrowers hereby pledges to the Administrative Agentconsummation of such Permitted Acquisition, the Lenders having a Revolving Loan Commitment and/or an SSI Revolving Loan Commitment (and, if applicable, the Incremental Facility Loan Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) and the Issuing Bank and grants to them a security interest in, all such cash as security for the Obligations. (b) Upon the occurrence and continuance of an Event of Default specified in Section 8.1(f) or (g) hereof, all principal, interest and other amounts due hereunder and under the Notes, and all other Obligations, shall thereupon and concurrently therewith become due and payable and the Revolving Loan Commitments and SSI Revolving Loan Commitments (and, if applicable, the Incremental Facility Commitments and/or the DDTL Commitments and/or the SSI DDTL Commitments) shall forthwith terminate and the principal amount Indebtedness must be incurred within 180 days of the Loans outstanding hereunder shall bear interest at the Default Rate, and the Borrowers shall thereupon forthwith deposit in an interest bearing account with the Administrative Agent, as cash collateral for the Obligations, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, all without any action by the Administrative Agent, the Lenders, the Majority Lenders, the Issuing Bank, or any of them, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in the other Loan Documents to the contrary notwithstanding.”date such Permitted Acquisition was consummated;