Common use of Additional Termination Event Clause in Contracts

Additional Termination Event. The following will constitute an Additional Termination Event, where Party B shall be the Affected Party and all Transactions shall be Affected 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 B CSD are deemed subordinate to or junior in right or priority of payment to any of the Loans under the Loan Documents (and, for the avoidance of doubt, if there are multiple tranches of Loans, the most senior tranche), (5) Party B 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 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 most senior tranche); each event specified in clauses (1) through (6) above shall be specified a “Collateralization Event”); provided that such Collateralization Event shall not be an Additional Termination Event 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 and (ii) is executed and delivered between Party A and Party B at least 1 day prior to the Collateralization Event.

Additional Termination Event. Will apply to Seller and to Counterparty. The occurrence of any of the following will events shall constitute an Additional Termination Event: (a) The Business Combination fails to close on or before the Outside Date (as defined in the Merger 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, where Party B 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 Affected Party and all Transactions release of the Trust Account in accordance with the terms of the Trust Account. Subject to the immediately following sentence, no further payments or deliveries shall be Affected Transactions: (i) Party A as a Secured Party. (1) Party B’s obligations due by either Seller to Party A under the Agreement fail Counterparty or Counterparty 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 Seller in respect of its guarantee obligations 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 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 B CSD are deemed subordinate to or junior in right or priority of payment to any of the Loans under the Loan Documents (Transaction and, for the avoidance of doubtdoubt and without limitation, if there are multiple tranches no payments will accrue or be due under Sections 2, 6 or 11 of Loansthe ISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under the most senior tranche)captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (5d) Party B or Indemnification” shall survive any of its Credit Support Providers takes any action, including but not limited to actions relating termination due to the release occurrence of all or substantially all either of the Collateral, that render its obligations or liabilities under 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 most senior tranche); each event specified in clauses (1) through (6) above shall be specified a “Collateralization Event”); provided that such Collateralization Event shall not be an foregoing Additional Termination Event 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 and (ii) is executed and delivered between Party A and Party B at least 1 day prior to the Collateralization EventEvents.

Additional Termination Event. The will apply. In addition to the Additional Termination Events set forth in Part 5(e) of this Agreement, the following will each constitute an Additional Termination Event: (i) Any of the Transaction Documents are modified without Party A's prior written consent, where 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 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; or (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). For the purpose of this Additional Termination Event, Party B shall be the sole Affected Party 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 (iii) Any of the Transaction Documents becomes void or unenforceable and, in the opinion of Party A as A, acting in good faith and a Secured Party. (1) Party B’s obligations to commercially reasonable manner, this results in a material adverse effect on the rights of Party A under the Agreement fail to Transaction Documents or this Agreement. For the purpose of this Additional Termination Event, Party B shall be secured the sole Affected Party and all Transactions shall be Affected Transactions. (iii) Irrevocable notice is given by the Issuer that a valid and perfected lien on and security interest redemption in the Collateral on a pari passu basis with the Lender under the Credit Agreement, (2) all or substantially all full of the Collateral is released from the liens of the relevant Loan Documents without the prior written consent of Party A, (3) Class A Notes will occur (A) pursuant to (x) Condition 7.4 (Optional Redemption of the liabilities Class A Notes in Full) or (y) Condition 7.5 (Optional Redemption of any Credit Support Provider the Class A Notes for Taxation or Other Reasons) of Party B in respect of its guarantee obligations under the relevant Loan Documents are terminated without the prior written consent of Party A terms and conditions thereof or (B) for any Credit Support Provider other reasons. For the purpose of Party B is released from its guarantee obligations under the relevant Loan Documents without the prior written consent of Party this Additional Termination Event: (A, (4) the obligations or liabilities of Party B or any of its Credit Support Providers under this Agreement and the Party B CSD are deemed subordinate to or junior in right or priority of payment to any of the Loans under the Loan Documents (and, for the avoidance of doubt, if there are multiple tranches of Loans, the most senior tranche), (5) Party B or any shall be the sole Affected Party, except that for the purpose of its Credit Support Providers takes any actionSection 6(b)(iv) only, including but not limited both parties shall be 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 Affected Transactions shall be deemed to actions relating to occur on the release date of all or substantially all redemption of the Collateral, that render its obligations or liabilities under this Agreement or the Party B CSD as unsecured indebtednessClass A Notes; or and (6D) 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 Loansnotwithstanding Section 6(d)(ii), the most senior tranche); each event specified in clauses amount (1if any) through (6determined pursuant to Section 6(e) above shall will be specified a “Collateralization Event”); provided that such Collateralization Event shall not be an Additional due and payable on the Early Termination Event 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 and (ii) is executed and delivered between Party A and Party B at least 1 day prior to the Collateralization EventDate.

Additional Termination Event. The following will constitute an Additional Termination Event, where Party B shall be the Affected Party and all Transactions shall be Affected TransactionsEvent will apply: (i) BSFP fails to comply with the Rating Agency Downgrade provision as set forth in Section 16 below. For purposes of this Agreement, BSFP shall be the sole Affected Party A as a Secured Partywith respect to such Additional Termination Event. (1ii) Party B’s obligations If the Trustee is unable to Party pay its Class A under the Agreement fail Certificates or fails or admits in writing its inability 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 Agreementpay its Class A Certificates as they become due, (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 B CSD are deemed subordinate to or junior in right or priority of payment to any of the Loans under the Loan Documents (and, for the avoidance of doubt, if there are multiple tranches of Loans, the most senior tranche), (5) Party B 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 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 most senior tranche); each event specified in clauses (1) through (6) above shall be specified a “Collateralization Event”); provided that such Collateralization Event shall not be then an Additional Termination Event if 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 6(b)(iv) of the ISDA Credit Support Annex Form Master Agreement, either BSFP or Counterparty may designate an Early Termination Date (the “CSA”): (i) is agreed to by Party A and Party B on terms and conditions reasonably satisfactory to Party A and (ii) is executed and delivered between Party A and Party B at least 1 day such date shall not be prior to the Collateralization 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 17 below) BSFP has not, within ten (10) days after such Swap Disclosure Event complied with any of the provisions set forth in Section 17 below, then an Additional Termination Event shall have occurred with respect to BSFP and BSFP shall be the sole Affected Party with respect to such Additional Termination Event.

Additional Termination Event. The will apply. Each of the following will events shall constitute an Additional Termination Event, where Party B shall be the Affected Party and all Transactions shall be Affected TransactionsEvent hereunder: (i) Party A as a Secured Party. (1) Party B’s obligations An amendment and/or supplement 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 any Transaction Document 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 made without the prior written consent of Party A or (B) any Credit Support Provider if such consent is required under such Transaction Documents and such amendment and/or supplement would materially and adversely affect Party A. For purposes of Section 6 of this Agreement, Party B is released from its guarantee obligations under shall be the relevant Loan sole Affected Party. (ii) [Reserved]. (iii) The Investor Notes shall be accelerated and/or Collateral shall be liquidated in accordance with the Transaction Documents without following an “Event of Default” thereunder, or there shall occur an optional redemption or other prepayment of the Investor Notes in full prior written consent to their stated maturity dates. For purposes of Party ASection 6 of this Agreement, (4) the obligations or liabilities of Party B or any of its Credit Support Providers under this Agreement shall be the sole Affected Party and the Party B CSD are deemed subordinate to Early Termination Date (in the case of an optional redemption or junior in right or priority of payment to any of prepayment) shall occur not earlier than the Loans under the Loan Documents (and, for the avoidance of doubt, if there are multiple tranches of Loans, the most senior tranche), (5) Party B or any of its Credit Support Providers takes any action, including but not limited to actions relating third Local Business Day prior to the release of all applicable redemption or substantially all of 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 Collateral, that render its obligations or liabilities under 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 most senior tranche); each event time period specified in clauses Part 5(l)(A) (1) through (6) above shall be specified a “Collateralization Event”); provided that the occurrence of any such Collateralization Event shall not be an Additional Termination Event if an ISDA 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 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 “CSA”): ▇▇▇▇▇’▇ Second Trigger Event has not occurred or (y) the ▇▇▇▇▇’▇ 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 ▇▇▇▇▇’▇ Second Trigger Event has occurred and has been continuing for at least 30 Local Business Days, and (i) is agreed at least one Eligible Replacement has made a Firm Offer to by Party A and Party B on terms and conditions reasonably satisfactory to Party A and be the 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) is executed 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 delivered between (iii) in Part 1(l) above apply) and which remains capable of becoming legally binding upon acceptance. For purposes of Section 6 of this Agreement, Party A and Party B at least 1 day prior to shall be the Collateralization Eventsole Affected Party.

Additional Termination Event. The following will 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, where 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 and all Transactions provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be Affected Transactions: (i) Party A as a Secured Party. (1) Party B’s obligations to Party A under the Agreement fail deemed to be secured by a valid the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and perfected lien on therefore, 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 B CSD are deemed subordinate to or junior in right or priority of payment to any of the Loans under the Loan Documents (and, for the avoidance of doubt, if there are multiple tranches of Loans, the most senior tranche), (5) 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 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 designates an Early Termination Date under 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 Section 6(b)(iv). For the avoidance of doubt, if there are multiple tranches the exercise of Loans, the most senior tranche); each event specified Issuer's rights under Condition 5(d) (Optional Redemption in clauses (1Full) through (6) above shall be specified a “Collateralization Event”); provided that such Collateralization Event shall not be constitute an Additional Termination Event if an ISDA Credit Support Annex (the “CSA”): (i) is agreed to by Party A and Party B on terms and conditions reasonably satisfactory with respect to Party A and (ii) is executed and delivered between Party A and or Party B at least 1 day prior and no Early Termination Date shall occur and no early termination payment shall be payable by or to the Collateralization Eventeither party in connection with such exercise.

Additional Termination Event. Will apply to Seller and to Counterparty. The occurrence of any of the following will events shall constitute an Additional Termination Event: (a) The Business Combination fails to close on or before the Outside Date (as defined in the Merger 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 it is, where Party B 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 Affected Party and Initial Price. Except as set forth in the immediately preceding sentence, in all Transactions other circumstances no further payments or deliveries shall be Affected Transactions: (i) Party A as a Secured Party. (1) Party B’s obligations due by either Seller to Party A under the Agreement fail Counterparty or Counterparty 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 Seller in respect of its guarantee obligations 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 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 B CSD are deemed subordinate to or junior in right or priority of payment to any of the Loans under the Loan Documents (Transaction and, for the avoidance of doubtdoubt and without limitation, if there are multiple tranches no payments will have accrued or be due under Sections 2, 6 or 11 of Loansthe 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 most senior tranchebusiness, 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), (5) Party B sabotage, military or para-military actions or terrorism, or any escalation or worsening of its Credit Support Providers takes any actionsuch 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 but not limited to actions relating to changes in the release of all credit, debt, securities, financial, capital or substantially all of the Collateral, that render its obligations reinsurance markets (including changes in interest or liabilities under this Agreement exchange rates or the Party B CSD as unsecured indebtednessprice 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 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 (6ix) any actions expressly required to be taken, or expressly required not to be taken, pursuant to the obligations and liabilities of Party B and its Credit Support Providers under this Agreement and the relevant Party B CSD cease terms hereof; provided, however, that if a change or effect related to constitute the obligations of the Loan Parties clause (ii) 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 most senior tranche); each event specified in clauses (1iv) through (6vii) above shall 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 specified taken into account in determining whether a “Collateralization Event”Material Adverse Change has occurred. Governing Law: New York law (without reference to choice of law doctrine); provided that such Collateralization Event shall not be an Additional Termination Event if an ISDA . Credit Support Annex (Document: With respect to Seller and Counterparty, None. Credit Support Provider: With respect to Seller and Counterparty, None. Local Business Days: Seller specifies the “CSA”): (i) is agreed following places for the purposes of the definition of Local Business Day as it applies to by Party A and Party B on terms and conditions reasonably satisfactory it: New York. Counterparty specifies the following places for the purposes of the definition of Local Business Day as it applies to Party A and (ii) is executed and delivered between Party A and Party B at least 1 day prior to the Collateralization Eventit: New York.

Additional Termination Event. Will apply to Seller and to Counterparty. The occurrence of any of the following will events shall constitute an Additional Termination Event, where Party B shall be : (a) The Business Combination fails to close on or before the Affected Party and all Transactions shall be Affected Transactions: earlier of (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 End Date (as defined in the Collateral on a pari passu basis with the Lender under the Credit Merger Agreement, ) (as such Agreement End Date may be amended or extended from time to time) and (ii) two (2) all or substantially all weeks following the date hereof; and (b) The Merger Agreement is terminated prior to the closing of the Collateral is released 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 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 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 payment to Seller from the liens Trust Account, and shall pay to Seller all Break-Up Fees, which amounts shall be due and payable immediately following the occurrence of the relevant Loan Documents without Additional Termination Event. Subject to the prior written consent of Party Aimmediately following sentence, (3) (A) the liabilities of any Credit Support Provider of Party B no further payments or deliveries shall be due by either Seller to Counterparty or Counterparty to Seller in respect of its guarantee obligations 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 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 B CSD are deemed subordinate to or junior in right or priority of payment to any of the Loans under the Loan Documents (Transaction and, for the avoidance of doubtdoubt and without limitation, if there are multiple tranches no payments will have accrued or be due under Sections 2, 6 or 11 of Loansthe ISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under the most senior tranche)captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (5d) Party B or Indemnification” shall survive any of its Credit Support Providers takes any action, including but not limited to actions relating termination due to the release occurrence of all or substantially all either of the Collateral, that render its obligations or liabilities under 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 most senior tranche); each event specified in clauses (1) through (6) above shall be specified a “Collateralization Event”); provided that such Collateralization Event shall not be an foregoing Additional Termination Event 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 and (ii) is executed and delivered between Party A and Party B at least 1 day prior to the Collateralization EventEvents.

Additional Termination Event. The Promptly (but in any event within ten Scheduled Trading Days) following will constitute an Additional Termination Eventany repurchase, where Party B shall 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 the Affected Party dated May 11, 2023 between Counterparty and all Transactions shall be Affected Transactions: U.S. Bank Trust Company, National Association as trustee, Counterparty may notify Dealer in writing of (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 Agreementsuch repurchase, redemption, exchange or conversion, (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) (Aii) the liabilities number 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 Convertible Notes so repurchased, redeemed, exchanged or converted and (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, (4iii) the obligations or liabilities number of Party B or any Shares underlying each USD 1,000 principal amount of its Credit Support Providers under this Agreement and the Party B CSD are deemed subordinate to or junior in right or priority of payment to any of the Loans under the Loan Documents Convertible Notes (andexcluding, for the avoidance of doubt, if there are multiple tranches any Shares by which the “conversion rate” for such Convertible Notes may be increased as a result of Loans, the most senior tranche), (5) Party B 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 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 most senior tranche); each event specified in clauses (1) through (6) above shall be specified a “Collateralization 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 Collateralization Event 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 be in possession of any material non-public information regarding Counterparty or the Shares, shall constitute an Additional Termination Event if as provided in this paragraph. Upon receipt of any such Repurchase Notification and the related written representation and warranty, Dealer shall promptly designate an ISDA Credit Support Annex Exchange Business Day following receipt of such Repurchase Notification as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “CSARepurchase Options”): ) equal to the lesser of (iA) is agreed [(x)] [__]% of the aggregate number of Shares underlying the number of Convertible Notes specified in such Repurchase Notification, divided by the Option Entitlement[, minus (y) the number of “Repurchase Options” (as defined in the Base Call Option Confirmation), if any, that relate to by Party A such Convertible Notes (and Party B on terms for the purposes of determining whether any Options under this Confirmation or under, and conditions reasonably satisfactory 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 Party A the Base Call Option Confirmation until all Options thereunder are exercised or terminated)]4 and (iiB) is executed 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 good faith and delivered between Party A in a commercially reasonable manner. Any payment hereunder with respect 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 Party B at least 1 day prior an aggregate Number of Options equal to the Collateralization Eventnumber of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction. 3 Include in Additional Call Option Confirmation only. 4 Include in Additional Call Option Confirmation only.

Additional Termination Event. The will apply. In addition to the Additional Termination Events set forth in Part 5(e) of this Agreement, the following will each constitute an Additional Termination Event: (i) Any of the Transaction Documents are modified without Party A's prior written consent, where and such modification (A) has the effect that immediately after such modification Party A would be reasonably required to 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; or (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. For the purpose of this Additional Termination Event, Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions: (i) Party A as a Secured Party. (1ii) Any of the Transaction Documents become void or unenforceable and, in the opinion of Party B’s obligations to 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 Agreement fail to Transaction Documents or this Agreement. For the purpose of this Additional Termination Event, Party B shall be secured the sole Affected Party and all Transactions shall be Affected Transactions. (iii) Irrevocable notice is given by the Issuer that 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 redemption of the Collateral is released from the liens Class A Notes will occur pursuant to (x) Condition 7.3 (Optional Redemption of the relevant Loan Documents without Class A Notes in Full) or (y) Condition 7.4 (Optional Redemption of the prior written consent Class A Notes for Taxation or Other Reasons) of Party A, (3) the terms and conditions thereof. For the purpose of this Additional Termination Event: (A) the liabilities of any Credit Support Provider of Party B in respect of its guarantee obligations under shall be 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 Asole Affected Party, (4) the obligations or liabilities of Party B or any of its Credit Support Providers under this Agreement and the Party B CSD are deemed subordinate to or junior in right or priority of payment to any of the Loans under the Loan Documents (and, except that for the avoidance purpose of doubtSection 6(b)(iv) only, if there are multiple tranches of Loans, the most senior tranche), (5) Party B 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 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 most senior tranche); each event specified in clauses (1) through (6) above both parties shall be specified a “Collateralization Event”); provided that such Collateralization Event shall not be an Additional Termination Event 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 and (ii) is executed and delivered between Party A and Party B at least 1 day prior to the Collateralization Event.Affected Parties;

Additional Termination Event. The following will (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 such Additional Termination Event, where Party B (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Party Transaction and all Transactions (C) Dealer shall be Affected Transactions: the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (i) Party A which Early Termination Date shall be on or as a Secured Partypromptly 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 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 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 specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined in the 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) Party B’s obligations an Early Termination Date had been designated in respect of a Transaction having terms identical to Party A under the Agreement fail Transaction and a Number of Options equal 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 Agreementnumber of Repurchase Options, (2) all or substantially all of Counterparty were the Collateral is released from the liens of the relevant Loan Documents without the prior written consent of sole Affected Party A, with respect to such Additional Termination Event and (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 B CSD are deemed subordinate to or junior in right or priority of payment to any portion of the Loans under Transaction were the Loan Documents sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if there Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are multiple tranches repurchased (whether pursuant to Section 15.02 of Loans, the most senior tranche), (5Indenture or otherwise) Party B by Counterparty or any of its Credit Support Providers takes subsidiaries, (ii) any actionConvertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), including but not limited to actions relating (iii) any principal of any of the Convertible Notes is repaid prior to the release of all or substantially all final maturity date of the CollateralConvertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), that render its obligations or liabilities under this Agreement or the Party B CSD as unsecured indebtedness; or (6iv) any Convertible Notes are exchanged by or for 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 benefit of the Loan Parties Holders (as defined in the 17 Included in Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or cease any of its Affiliates (or any other property, or any combination thereof) pursuant to rank pari passu with and equal in right and priority any exchange offer or similar transaction; provided that any conversion of payment with Convertible Notes pursuant to the Loans under terms of the Loan Documents (and, for Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, if there are multiple tranches in determining the amount payable in respect of Loanssuch Affected Transaction pursuant to Section 6 of the Agreement, the most senior tranche); each event specified in clauses Calculation Agent shall assume (1) through the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (62) above shall be specified a “Collateralization Event”); provided that such Collateralization Event shall not be an Additional Termination Event if an ISDA Credit Support Annex (no adjustments to the “CSA”): (i) is agreed Conversion Rate have occurred pursuant to by Party A and Party B on terms and conditions reasonably satisfactory to Party A any Excluded Provision and (ii3) is executed and delivered between Party A and Party B at least 1 day prior to the Collateralization Eventcorresponding Convertible Notes remain outstanding.

Additional Termination Event. The following will 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, where 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 and all Transactions provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be Affected Transactions: (i) Party A as a Secured Party. (1) Party B’s obligations to Party A under the Agreement fail deemed to be secured by a valid the Affected Party for the purposes of Section 6(b)(iv) only but for no other purpose and perfected lien on therefore, 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 B CSD are deemed subordinate to or junior in right or priority of payment to any of the Loans under the Loan Documents (and, for the avoidance of doubt, if there are multiple tranches of Loans, the most senior tranche), (5) 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 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 designates an Early Termination Date under 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 Section 6(b)(iv). For the avoidance of doubt, if there are multiple tranches the exercise of Loans, the most senior tranche); each event specified Issuer's rights under Condition 5(d) (Optional Redemption in clauses (1Full) through (6) above shall be specified a “Collateralization Event”); provided that such Collateralization Event shall not be constitute an Additional Termination Event if an ISDA Credit Support Annex (the “CSA”): (i) is agreed to by Party A and Party B on terms and conditions reasonably satisfactory 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 (iias defined in the Conditions) is executed and delivered between in accordance with Condition 5(i) (A1 Note Mandatory Transfer Arrangements) shall not constitute an Additional Termination Event with respect to Party A and or Party B at least 1 day prior and no Early Termination Date shall occur and no early termination payment shall be payable by or to the Collateralization Eventeither party in connection with such a transfer.