Common use of Additional Termination Event Clause in Contracts

Additional Termination Event. The following shall constitute an Additional Termination Event with respect to either Party A or Party B: "Repayment pursuant to any Applicable Laws or Regulations. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and the party receiving the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (as defined in Part 5 hereof) pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be deemed to be the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and therefore, and for the avoidance of doubt, no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 6(b)(iv). For the avoidance of doubt, the exercise of the Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such exercise. For the avoidance of doubt, a transfer of the Relevant Notes to the A1 Note Conditional Purchaser (as defined in the Conditions) in accordance with Condition 5(i) (A1 Note Mandatory Transfer Arrangements) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such a transfer.

Additional Termination Event. The will apply. Each of the following events shall constitute an Additional Termination Event with respect hereunder: (i) An amendment and/or supplement to either any Transaction Document is made without the prior written consent of Party A or if such consent is required under such Transaction Documents and such amendment and/or supplement would materially and adversely affect Party B: "Repayment pursuant to any Applicable Laws or Regulations. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with A. For purposes of Section 6 of this Additional Termination EventAgreement, all Transactions shall be Affected Transactions and the party receiving the amounts so repaid Party B shall be the sole Affected Party. . (ii) [Reserved]. (iii) The following Investor Notes shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (as defined in Part 5 hereof) pursuant to and be accelerated and/or Collateral shall be liquidated in accordance with Condition 5(c) (Redemption for Taxation the Transaction Documents following an “Event of Default” thereunder, or Other Reasons) there shall occur an optional redemption or other prepayment of the Investor Notes in whole in accordance with their terms full prior to maturity." In connection with their stated maturity dates. For purposes of Section 6 of this Additional Termination EventAgreement, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party and the Early Termination Date (in the case of an optional redemption or prepayment) shall occur not earlier than the third Local Business Day prior to the applicable redemption or prepayment date. (iv) Following an S&P Substitution Event, each Relevant Entity shall fail to take action that satisfies Part 5(l)(A) hereof within the time period specified in Part 5(l)(A) (provided that the provisions occurrence of Section 6(b)(iv) will be amended any such that Additional Termination Event shall have no effect on Party A’s duty to perform its obligations hereunder prior to actual termination of this Agreement), in which event Party A shall be deemed the sole Affected Party. (v) Party A fails to comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex (other than any such obligation that applies to Party A solely because an S&P Substitution Event has occurred) and either (x) the Xxxxx’x Second Trigger Event has not occurred or (y) the Xxxxx’x Second Trigger Event has occurred but has been continuing for less than 30 Business Days. For purposes of Section 6 of this Agreement, Party A shall be the sole Affected Party. (vi) A Xxxxx’x Second Trigger Event has occurred and has been continuing for at least 30 Local Business Days, and (i) at least one Eligible Replacement has made a Firm Offer to be the Affected Party for Transferee under Part 5(k)(ii) below (but only if such Firm Offer then remains capable of becoming legally binding upon acceptance) and/or (ii) at least one Eligible Replacement has made a Firm Offer that would, assuming the occurrence of an Early Termination Date, qualify as a Market Quotation (on the basis that paragraphs (i) and (iii) in Part 1(l) above apply) and which remains capable of becoming legally binding upon acceptance. For purposes of Section 6(b)(iv) only but for no other purpose and therefore6 of this Agreement, and for the avoidance of doubt, no Early Termination Date shall occur and no early termination payment Party A shall be payable by or to either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 6(b)(iv). For the avoidance of doubt, the exercise of the Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such exercise. For the avoidance of doubt, a transfer of the Relevant Notes to the A1 Note Conditional Purchaser (as defined in the Conditions) in accordance with Condition 5(i) (A1 Note Mandatory Transfer Arrangements) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such a transfersole Affected Party.

Additional Termination Event. The following shall constitute an Additional Termination Event will apply: (i) BSFP fails to comply with respect to either Party A or Party B: "Repayment pursuant to any Applicable Laws or Regulationsthe Rating Agency Downgrade provision as set forth in Section 16 below. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with For purposes of this Additional Termination EventAgreement, all Transactions shall be Affected Transactions and the party receiving the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (as defined in Part 5 hereof) pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B BSFP shall be the sole Affected Party provided with respect to such Additional Termination Event. (ii) If the Trustee is unable to pay its Class A Certificates or fails or admits in writing its inability to pay its Class A Certificates as they become due, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event. (iii) If, at any time, the Majority Class CE Certificateholder or the Master Servicer purchases the Mortgage Loans pursuant to Section 10.01 of the Pooling and Servicing Agreement, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event; provided, however, that notwithstanding the provisions of Section section 6(b)(iv) will be amended such that Party A shall be deemed to be of the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and thereforeISDA Form Master Agreement, and for the avoidance of doubt, no Early Termination Date shall occur and no early termination payment shall be payable by either BSFP or to either party in connection with such Additional Termination Event unless Party B designates Counterparty may designate an Early Termination Date (such date shall not be prior to the final Distribution Date under the Pooling and Servicing Agreement) in respect of this Additional Termination Event. (iv) If, upon the occurrence of a Swap Disclosure Event (as defined in Section 6(b)(iv). For the avoidance of doubt17 below) BSFP has not, the exercise within ten (10) days after such Swap Disclosure Event complied with any of the Issuer's rights under Condition 5(d) (Optional Redemption provisions set forth in Full) shall not constitute Section 17 below, then an Additional Termination Event shall have occurred with respect to Party A or Party B BSFP and no Early Termination Date shall occur and no early termination payment BSFP shall be payable by or to either party in connection with such exercise. For the avoidance of doubt, a transfer of the Relevant Notes to the A1 Note Conditional Purchaser (as defined in the Conditions) in accordance with Condition 5(i) (A1 Note Mandatory Transfer Arrangements) shall not constitute an Additional Termination Event sole Affected Party with respect to Party A or Party B and no Early such Additional Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such a transferEvent.

Additional Termination Event. The following (i) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to either Party A or Party B: "Repayment pursuant to any Applicable Laws or Regulations. An such Additional Termination Event Event, (A) Counterparty shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with this Additional Termination Eventthe sole Affected Party, all Transactions shall be Affected Transactions and (B) the party receiving the amounts so repaid Transaction shall be the sole Affected PartyTransaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The following receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to Party B: "Redemption and Prepayment the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes for Taxation and Other Reasons. Party B exercises its option to redeem specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the Notes number of Repurchase Options (as defined in Part 5 hereofthe Base Call Option Confirmation), if any, that relate to such Convertible Notes]17, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and in accordance with Condition 5(ca Number of Options equal to the number of Repurchase Options, (2) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be Counterparty were the sole Affected Party provided that with respect to such Additional Termination Event and (3) the provisions terminated portion of Section 6(b)(iv) will be amended such that Party A shall be deemed to be the Transaction were the sole Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and thereforeTransaction (and, and for the avoidance of doubt, no Early Termination Date the provisions of Section 9(k) shall occur and no early termination payment shall be apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to either party Counterparty in connection with such exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included in Additional Termination Event unless Party B designates an Early Termination Date under Section 6(b)(iv)Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the exercise amount payable in respect of such Affected Transaction pursuant to Section 6 of the Issuer's rights under Condition 5(dAgreement, the Calculation Agent shall assume (1) (Optional Redemption in Full) shall not constitute an Additional Termination the relevant Repurchase Event with respect to Party A and any conversions, adjustments, agreements, payments, deliveries or Party B and no Early Termination Date shall occur and no early termination payment shall be payable acquisitions by or to either party in connection with such exercise. For the avoidance on behalf of doubtCounterparty leading thereto had not occurred, a transfer of the Relevant Notes (2) no adjustments to the A1 Note Conditional Purchaser Conversion Rate have occurred pursuant to any Excluded Provision and (as defined in 3) the Conditions) in accordance with Condition 5(i) (A1 Note Mandatory Transfer Arrangements) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such a transfercorresponding Convertible Notes remain outstanding.

Additional Termination Event. Will apply to Seller and to Counterparty. The occurrence of any of the following events shall constitute an Additional Termination Event with respect Event: (a) The Business Combination fails to either Party A close on or Party B: "Repayment pursuant to any Applicable Laws or Regulations. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and before the party receiving earlier of (i) the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (as defined in Part 5 hereof) pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be deemed to be the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and therefore, and for the avoidance of doubt, no Early Termination Agreement End Date shall occur and no early termination payment shall be payable by or to either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 6(b)(iv). For the avoidance of doubt, the exercise of the Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such exercise. For the avoidance of doubt, a transfer of the Relevant Notes to the A1 Note Conditional Purchaser (as defined in the Conditions) in accordance with Condition 5(iMerger Agreement) (A1 Note Mandatory Transfer Arrangementsas such Agreement End Date may be amended or extended from time to time) and (ii) two (2) weeks following the date hereof; and (b) The Merger Agreement is terminated prior to the closing of the Business Combination; and (c) Upon the occurrence of any Material Adverse Change of the Counterparty; and (d) Where Counterparty receives by the date of closing of the Business Combination an amount less than $100 million of the proceeds pursuant to the Subscription Agreements, dated as of December 15, 2021, entered into by the Counterparty and certain investors (the “PIPE Investors”), pursuant to which Counterparty shall not constitute issue and sell to the PIPE Investors an aggregate of 11,100,00 shares of Class A common stock, for a total of $111,000,000. Notwithstanding anything contrary contained herein, if this Transaction terminates due to the occurrence of any of the foregoing Additional Termination Event Events, then Counterparty shall purchase the Number of Shares from Seller at the Redemption Price, with such Shares being treated as, and deemed to be, redeemed by Counterparty in all material respects including with respect to Party A or Party B payment to Seller from the Trust Account, and no Early Termination Date shall occur and no early termination payment pay to Seller all Break-Up Fees, which amounts shall be due and payable immediately following the occurrence of the Additional Termination Event. Subject to the immediately following sentence, no further payments or deliveries shall be due by either Seller to Counterparty or Counterparty to Seller in respect of the Transaction, including without limitation in respect of any settlement amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall have any further obligation under the Transaction and, for the avoidance of doubt and without limitation, no payments will have accrued or be due under Sections 2, 6 or 11 of the ISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) Indemnification” shall survive any termination due to the occurrence of either party in connection with such a transferof the foregoing Additional Termination Events.

Additional Termination Event. The will apply. In addition to the Additional Termination Events set forth in Part 5(e) of this Agreement, the following shall will each constitute an Additional Termination Event with respect Event: (i) Any of the Transaction Documents are modified without Party A's prior written consent, and such modification, in the opinion of Party A (A) has the effect that immediately after such modification Party A would be reasonably required to either pay more or receive less if Party A were to replace itself as swap counterparty under a Transaction than it would otherwise have been required to prior to such modification; (B) has the effect of altering the amount, timing or priority of any payments or deliveries due from Party B to Party A or from Party A to Party B: "Repayment pursuant to any Applicable Laws ; or Regulations(C) has a material adverse effect on the rights of Party A under the Transaction Documents (including for the avoidance of doubt and without limitation, its rights and obligations under this Agreement and its regulatory treatment of this Agreement and the Transactions hereunder). An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with For the purpose of this Additional Termination Event, all Transactions shall be Affected Transactions and the party receiving the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (as defined in Part 5 hereof) pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided and all Transactions shall be Affected Transactions. Any payments owed to either party under Section 6(e) of this Agreement as a result of such Additional Termination Event shall be made without regard to the effect of any such modification. COPY (ii) Any of the Transaction Documents becomes void or unenforceable and, in the opinion of Party A, acting in good faith and a commercially reasonable manner, this results in a material adverse effect on the rights of Party A under the Transaction Documents or this Agreement. For the purpose of this Additional Termination Event, Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions. (iii) Irrevocable notice is given by the Issuer that a redemption in full of the provisions Class A Notes will occur (A) pursuant to (x) Condition 7.4 (Optional Redemption of the Class A Notes in Full) or (y) Condition 7.5 (Optional Redemption of the Class A Notes for Taxation or Other Reasons) of the terms and conditions thereof or (B) for any other reasons. For the purpose of this Additional Termination Event: (A) Party B shall be the sole Affected Party, except that for the purpose of Section 6(b)(iv) will only, both parties shall be amended Affected Parties; (B) all Transactions shall be Affected Transactions; (C) notwithstanding Sections 6(b)(iv) and 6(c), the Early Termination Date in respect of such that Party A Affected Transactions shall be deemed to occur on the date of redemption of the Class A Notes; and (D) notwithstanding Section 6(d)(ii), the amount (if any) determined pursuant to Section 6(e) will be due and payable on the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and therefore, and for the avoidance of doubt, no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 6(b)(iv). For the avoidance of doubt, the exercise of the Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such exercise. For the avoidance of doubt, a transfer of the Relevant Notes to the A1 Note Conditional Purchaser (as defined in the Conditions) in accordance with Condition 5(i) (A1 Note Mandatory Transfer Arrangements) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such a transferDate.

Additional Termination Event. The Promptly (but in any event within ten Scheduled Trading Days) following any repurchase, redemption, exchange or conversion (which conversion occurs prior to March 1, 2028) of any of Counterparty’s [__]% Convertible Senior Notes due 2028 (the “Convertible Notes”) issued pursuant to Counterparty’s indenture (the “Indenture”) to be dated May 11, 2023 between Counterparty and U.S. Bank Trust Company, National Association as trustee, Counterparty may notify Dealer in writing of (i) such repurchase, redemption, exchange or conversion, (ii) the number of Convertible Notes so repurchased, redeemed, exchanged or converted and (iii) the number of Shares underlying each USD 1,000 principal amount of Convertible Notes (excluding, for the avoidance of doubt, any Shares by which the “conversion rate” for such Convertible Notes may be increased as a result of a “make-whole fundamental change” or a notice of redemption) (any such notice, a “Repurchase Notification” and any such event, a “Repurchase Event”)[; provided that any “Repurchase Notification” delivered to Dealer pursuant to the Base Capped Call Transaction Confirmation letter agreement dated [__], 2023 between Dealer and Counterparty (the “Base Call Option Confirmation”) shall be deemed to be a Repurchase Notification pursuant to this Confirmation and the terms of such Repurchase Notification shall apply, mutatis mutandis, to this Confirmation]3. Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase Notification, within the applicable time period set forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of such Repurchase Notification, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, shall constitute an Additional Termination Event with respect to either Party A or Party B: "Repayment pursuant to as provided in this paragraph. Upon receipt of any Applicable Laws or Regulations. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions such Repurchase Notification and the party receiving the amounts so repaid related written representation and warranty, Dealer shall be the sole Affected Party. The promptly designate an Exchange Business Day following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment receipt of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (such Repurchase Notification as defined in Part 5 hereof) pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be deemed to be the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and therefore, and for the avoidance of doubt, no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 6(b)(iv). For the avoidance of doubt, the exercise of the Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or the portion of this Transaction corresponding to either party in connection with such exercise. For a number of Options (the avoidance “Repurchase Options”) equal to the lesser of doubt, a transfer (A) [(x)] [__]% of the Relevant aggregate number of Shares underlying the number of Convertible Notes to specified in such Repurchase Notification, divided by the A1 Note Conditional Purchaser Option Entitlement[, minus (y) the number of “Repurchase Options” (as defined in the ConditionsBase Call Option Confirmation), if any, that relate to such Convertible Notes (and for the purposes of determining whether any Options under this Confirmation or under, and as defined in, the Base Call Option Confirmation will be among the Repurchase Options hereunder or under, and as defined in, the Base Call Option Confirmation, the number of Convertible Notes specified in such Repurchase Notification shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated)]4 and (B) the aggregate Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the aggregate Number of Options shall be reduced by the number of Repurchase Options on a pro rata basis across all Components, as determined by the Calculation Agent in accordance good faith and in a commercially reasonable manner. Any payment hereunder with Condition 5(irespect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and an aggregate Number of Options equal to the number of Repurchase Options, (A1 Note Mandatory Transfer Arrangements2) shall not constitute an Counterparty were the sole Affected Party with respect to such Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party (3) the terminated portion of the Transaction were the sole Affected Transaction. 3 Include in connection with such a transferAdditional Call Option Confirmation only. 4 Include in Additional Call Option Confirmation only.

Additional Termination Event. The following shall will constitute an Additional Termination Event with respect to either Event, where Party A or Party B: "Repayment pursuant to any Applicable Laws or Regulations. An Additional Termination Event B shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with this Additional Termination Event, the Affected Party and all Transactions shall be Affected Transactions Transactions: (i) Party A as a Secured Party. (1) Party B’s obligations to Party A under the Agreement fail to be secured by a valid and perfected lien on and security interest in the Collateral on a pari passu basis with the Lender under the Credit Agreement, (2) all or substantially all of the Collateral is released from the liens of the relevant Loan Documents without the prior written consent of Party A, (3) (A) the liabilities of any Credit Support Provider of Party B in respect of its guarantee obligations under the relevant Loan Documents are terminated without the prior written consent of Party A or (B) any Credit Support Provider of Party B is released from its guarantee obligations under the relevant Loan Documents without the prior written consent of Party A, (4) the obligations or liabilities of Party B or any of its Credit Support Providers under this Agreement and the party receiving the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect Party B CSD are deemed subordinate to Party B: "Redemption and Prepayment or junior in right or priority of payment to any of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem Loans under the Notes Loan Documents (as defined in Part 5 hereof) pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Eventand, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be deemed to be the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and therefore, and for the avoidance of doubt, no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such Additional Termination Event unless if there are multiple tranches of Loans, the most senior tranche), (5) Party B designates an Early Termination Date or any of its Credit Support Providers takes any action, including but not limited to actions relating to the release of all or substantially all of the Collateral, that render its obligations or liabilities under Section 6(b)(iv). For this Agreement or the Party B CSD as unsecured indebtedness; or (6) the obligations and liabilities of Party B and its Credit Support Providers under this Agreement and the relevant Party B CSD cease to constitute the obligations of the Loan Parties or cease to rank pari passu with and equal in right and priority of payment with the Loans under the Loan Documents (and, for the avoidance of doubt, if there are multiple tranches of Loans, the exercise of the Issuer's rights under Condition 5(dmost senior tranche); each event specified in clauses (1) through (Optional Redemption in Full6) above shall be specified a “Collateralization Event”); provided that such Collateralization Event shall not constitute be an Additional Termination Event with respect if an ISDA Credit Support Annex (the “CSA”): (i) is agreed to by Party A and Party B on terms and conditions reasonably satisfactory to Party A or and (ii) is executed and delivered between Party A and Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such exercise. For the avoidance of doubt, a transfer of the Relevant Notes at least 1 day prior to the A1 Note Conditional Purchaser (as defined in the Conditions) in accordance with Condition 5(i) (A1 Note Mandatory Transfer Arrangements) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such a transferCollateralization Event.

Additional Termination Event. Will apply to Seller and to Counterparty. The occurrence of any of the following events shall constitute an Additional Termination Event with respect Event: (a) The Business Combination fails to either Party A close on or Party B: "Repayment pursuant to any Applicable Laws or Regulations. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and before the party receiving the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (as defined in Part 5 hereof) pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be deemed to be the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and therefore, and for the avoidance of doubt, no Early Termination Outside Date shall occur and no early termination payment shall be payable by or to either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 6(b)(iv). For the avoidance of doubt, the exercise of the Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such exercise. For the avoidance of doubt, a transfer of the Relevant Notes to the A1 Note Conditional Purchaser (as defined in the Conditions) in accordance with Condition 5(iMerger Agreement) (A1 Note Mandatory Transfer Arrangementsas such Outside Date may be amended or extended from time to time); and (b) The Merger Agreement is terminated prior to the closing of the Business Combination; and (c) If it is, or, as a consequence of a change in law, regulation or interpretation, it becomes or will become, unlawful for the Seller or Counterparty to perform any of its obligations contemplated by the Transaction; and (d) Upon the occurrence of any Material Adverse Change of the Counterparty; and Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) Indemnification” shall survive any termination due to the occurrence of either of the foregoing Additional Termination Events. Upon any termination that occurs following the closing of the Business Combination due to paragraph (c) or (d) above, Counterparty shall be obligated to promptly accept for redemption all of Seller’s Shares in exchange for the Initial Price. Except as set forth in the immediately preceding sentence, in all other circumstances no further payments or deliveries shall be due by either Seller to Counterparty or Counterparty to Seller in respect of the Transaction, including without limitation in respect of any settlement amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall have any further obligation under the Transaction and, for the avoidance of doubt and without limitation, no payments will have accrued or be due under Sections 2, 6 or 11 of the ISDA Form. Material Adverse Change: Means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences has had a materially adverse effect on the business, assets, financial condition or results of operations of the Counterparty and its subsidiaries, taken as a whole; provided, however, that no change, event, occurrence or effect arising out of or related to any of the following, alone or in combination, shall be taken into account in determining whether a Material Adverse Change pursuant has occurred: (i) acts of war (whether or not declared), sabotage, military or para-military actions or terrorism, or any escalation or worsening of any such acts, or changes in global, national or regional political or social conditions; (ii) earthquakes, hurricanes, tornados, epidemics and pandemics declared by the World Health Organization or any other reputable third party organization (including the COVID-19 virus) or other natural or man-made disasters; (iii) changes attributable to the public announcement or pendency of the transactions contemplated herein (including the impact thereof on relationships with customers, suppliers, employees or governmental authorities); (iv) changes or proposed changes in law, regulations or interpretations thereof or decisions by courts or any governmental authority; (v) changes or proposed changes in GAAP (or any interpretation thereof); (vi) any downturn in general economic conditions, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates or the price of any security, market index or commodity), in each case, in the United States or anywhere else in the world; (vii) events or conditions generally affecting the industries and markets in which the Counterparty operates; (viii) any failure to meet any projections, forecasts, estimates, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not constitute an Additional Termination Event with prevent a determination that any change, event, or occurrence underlying such failure (unless otherwise excluded by the other clauses of this proviso) has resulted in a Material Adverse Change; or (ix) any actions expressly required to be taken, or expressly required not to be taken, pursuant to the terms hereof; provided, however, that if a change or effect related to clause (ii) or clauses (iv) through (vii) disproportionately adversely affects the Counterparty and its subsidiaries, taken as a whole, compared to other Persons operating in the same industry as the Counterparty, then such disproportionate impact may be taken into account in determining whether a Material Adverse Change has occurred. Governing Law: New York law (without reference to choice of law doctrine). Credit Support Document: With respect to Party A or Party B Seller and no Early Termination Date shall occur Counterparty, None. Credit Support Provider: With respect to Seller and no early termination payment shall be payable by or Counterparty, None. Local Business Days: Seller specifies the following places for the purposes of the definition of Local Business Day as it applies to either party in connection with such a transferit: New York. Counterparty specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York.

Additional Termination Event. The following shall constitute an Additional Termination Event with respect to either Party A or Party B: "Repayment pursuant to any Applicable Laws or Regulations. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and the party receiving the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (as defined in Part 5 hereof) pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be deemed to be the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and therefore, and for the avoidance of doubt, no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 6(b)(iv). For the avoidance of doubt, the exercise of the Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such exercise. For the avoidance of doubt, a transfer of the Relevant Notes to the A1 Note Conditional Purchaser (as defined in the Conditions) in accordance with Condition 5(i) (A1 Note Mandatory Transfer Arrangements) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such a transfer.

Additional Termination Event. Will apply to Seller and to Counterparty. The occurrence of any of the following events shall constitute an Additional Termination Event with respect Event: (a) The Business Combination fails to either Party A close on or Party B: "Repayment pursuant to any Applicable Laws or Regulations. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and before the party receiving the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (as defined in Part 5 hereof) pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be deemed to be the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and therefore, and for the avoidance of doubt, no Early Termination Outside Date shall occur and no early termination payment shall be payable by or to either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 6(b)(iv). For the avoidance of doubt, the exercise of the Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such exercise. For the avoidance of doubt, a transfer of the Relevant Notes to the A1 Note Conditional Purchaser (as defined in the ConditionsMerger Agreement) (as such Outside Date may be amended or extended from time to time); and (b) The Merger Agreement is terminated prior to the closing of the Business Combination; and (c) If the Merger Agreement is not executed by ten business days after the date hereof; and (e) If it is, or, as a consequence of a change in law, regulation or interpretation, it becomes or will become, unlawful for the Seller to perform any of its obligations contemplated by the Transaction; and (f) Upon the occurrence of and Material Adverse Change of the Counterparty; and (g) The Target has not, prior to the third business day after the date hereof, acknowledged that it has reviewed the terms and conditions of this Confirmation and understands that the company resulting from the consummation of the transactions contemplated by the Merger Agreement will be subject to terms and conditions of the Confirmation and that Seller is entering into the Confirmation in reliance on such acknowledgement. Notwithstanding anything contrary contained herein, if this Transaction terminates due to the occurrence of any of the foregoing Additional Termination Events, then Counterparty shall purchase the Number of Shares from Seller at the Initial Price (against which the Prepayment Amount will be credited) with such Shares being treated as, and deemed to be, redeemed by Counterparty in all material respects including with respect to payment to Seller from the Trust Account, which amounts shall be due and payable immediately following the release of the Trust Account in accordance with Condition 5(ithe terms of the Trust Account. Subject to the immediately following sentence, no further payments or deliveries shall be due by either Seller to Counterparty or Counterparty to Seller in respect of the Transaction, including without limitation in respect of any settlement amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall have any further obligation under the Transaction and, for the avoidance of doubt and without limitation, no payments will accrue or be due under Sections 2, 6 or 11 of the ISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) (A1 Note Mandatory Transfer Arrangements) Indemnification” shall not constitute an survive any termination due to the occurrence of either of the foregoing Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such a transferEvents.

Additional Termination Event. The will apply. In addition to the Additional Termination Events set forth in Part 5(e) of this Agreement, the following shall will each constitute an Additional Termination Event with respect Event: (i) Any of the Transaction Documents are modified without Party A's prior written consent, and such modification (A) has the effect that immediately after such modification Party A would be reasonably required to either pay more or receive less if Party A were to replace itself as swap counterparty under a Transaction than it would otherwise have been required to prior to such modification; (B) has the effect of altering the amount, timing or priority of any payments or deliveries due from Party B to Party A or from Party A to Party B: "Repayment pursuant to any Applicable Laws ; or Regulations(C) in the opinion of Party A, acting in good faith and a commercially reasonable manner, has a material adverse effect on the rights of Party A under the Transaction Documents. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with For the purpose of this Additional Termination Event, all Transactions shall be Affected Transactions and the party receiving the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (as defined in Part 5 hereof) pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided and all Transactions shall be Affected Transactions. (ii) Any of the Transaction Documents become void or unenforceable and, in the opinion of Party A, acting in good faith and a commercially reasonable manner, this results in a material adverse effect on the rights of Party A under the Transaction Documents or this Agreement. For the purpose of this Additional Termination Event, Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions. (iii) Irrevocable notice is given by the Issuer that a redemption of the provisions Class A Notes will occur pursuant to (x) Condition 7.3 (Optional Redemption of the Class A Notes in Full) or (y) Condition 7.4 (Optional Redemption of the Class A Notes for Taxation or Other Reasons) of the terms and conditions thereof. For the purpose of this Additional Termination Event: (A) Party B shall be the sole Affected Party, except that for the purpose of Section 6(b)(iv) will be amended such that Party A only, both parties shall be deemed to be the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and therefore, and for the avoidance of doubt, no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 6(b)(iv). For the avoidance of doubt, the exercise of the Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such exercise. For the avoidance of doubt, a transfer of the Relevant Notes to the A1 Note Conditional Purchaser (as defined in the Conditions) in accordance with Condition 5(i) (A1 Note Mandatory Transfer Arrangements) shall not constitute an Additional Termination Event with respect to Party A or Party B and no Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such a transfer.Parties;