Additional Events of Default. The parties hereto acknowledge, confirm and agree that any misrepresentation by any Loan Party, or any failure of any Loan Party to comply with the covenants, conditions and agreements contained in this Agreement, the Credit Agreement or any other Loan Document or in any other agreement, document or instrument at any time executed or delivered by any Loan Party with, to or in favor of Administrative Agent or any ​ will constitute an immediate Event of Default under this Agreement, the Credit Agreement and the other Loan Documents (subject to any applicable grace periods). In the event that any Person, other than Administrative Agent or ​, at any time exercises for any reason (including, without limitation, by reason of any Specified Defaults, any other present or future Event of Default, or otherwise) any of its rights or remedies against any Loan Party or any obligor providing credit support for any Borrower's obligations to such other Person, or against any Loan Party's or such obligor's properties or assets, in each case, in a manner that would have a material adverse impact on the Loan Parties operations or ability to perform their obligations under the Loan Documents (including this Agreement), or with respect to an amount in excess of $1,000,000.00, such event will constitute an immediate Event of Default hereunder and an Event of Default under the Credit Agreement and the other Loan Documents (without any notice or grace or cure period).

Within five Exchange Business Days immediately following any Repurchase Event (as defined below), [[Organization B:Organization]] may notify [[Organization A:Organization]] of such Repurchase Event, in each case, including the number of Convertible Securities subject to such Repurchase Event, or, if less, the number of Convertible Securities subject to a Repurchase Event that [[Organization B:Organization]] elects to be subject to the provisions of [Section 8(b)] (any such notice, a “Convertible Securities Repurchase Notice”) [; provided further that any “Convertible Securities Repurchase Notice” delivered to [[Organization A:Organization]] pursuant to the Base Call Option Transaction Confirmation shall be deemed to be a Convertible Securities Repurchase Notice pursuant to this Confirmation and the terms of such Convertible Securities Repurchase Notice shall apply, mutatis mutandis, to this Confirmation]46. Notwithstanding anything to the contrary in this Confirmation, the receipt by [[Organization A:Organization]] from [[Organization B:Organization]] of # any Convertible Securities Repurchase Notice, and # a written representation and warranty by [[Organization B:Organization]] that, as of the date of such Convertible Securities Repurchase Notice, [[Organization B:Organization]] is not in possession of any material nonpublic information regarding [[Organization B:Organization]] or the Shares and that such Repurchase Event and the delivery of such Convertible Securities Repurchase Notice are each being made in good faith and not as part of a plan or scheme to evade compliance with federal securities laws, in each case, within the applicable time period se

Events of Default. The occurrence of any one or more of the following shall constitute an Event of Default hereunder.

Events of Default. An “Event of Default” will occur if:

Events of Default. The occurrence of any of the following shall constitute a default of this Lease by Tenant:

Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” under any Loan Document:

Events of Default. The happening of any one or more of the following events shall constitute an Event of Default hereunder: # the nonpayment when due of any of the Secured Obligations which nonpayment is not fully cured within the applicable grace period therefor, if any; # the failure to perform, observe or fulfill any covenant or obligation contained in, or the occurrence of an event of default under, any of the Credit Documents, which failure or default is not fully cured within the applicable grace period therefor, if any; or # the occurrence of an Event of Default (as defined in the Credit Agreement).

Events of Default. Any of the following events or conditions shall constitute an “Event of Default”: # failure by the [[Organization A:Organization]] to pay when due (whether at the stated maturity, by acceleration, upon demand or otherwise) the Obligations, or any part thereof, or there occurs any event or condition which after notice, lapse of time or after both notice and lapse of time will permit acceleration of any Obligation; # default by the [[Organization A:Organization]] in the performance of any obligation, term or condition of this Agreement, the other Transaction Documents or any other agreement with the ​ or any of its affiliates or subsidiaries (collectively, “Affiliates”); # failure by the [[Organization A:Organization]] to pay when due (whether at the stated maturity, by acceleration, upon demand or otherwise) any indebtedness or obligation owing to any third party or any Affiliate, the occurrence of any event which could result in acceleration of payment of any such indebtedness or obligation or the failure to perform any agreement with any third party or any Affiliate; # the [[Organization A:Organization]] is dissolved, becomes insolvent, generally fails to pay or admits in writing its inability generally to pay its debts as they become due; # the [[Organization A:Organization]] makes a general assignment, arrangement or composition agreement with or for the benefit of its creditors or makes, or sends notice of any intended, bulk sale; the sale, assignment, transfer or delivery of all or substantially all of the assets of the [[Organization A:Organization]] to a third party; or the cessation by the [[Organization A:Organization]] as a going business concern; # the [[Organization A:Organization]] files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors or seeks or consents to the appointment of an administrator, receiver, custodian or similar official for the wind up of its business (or has such a petition or action filed against it and such petition action or appointment is not dismissed or stayed within forty-five (45) days; # the reorganization, merger, consolidation or dissolution of the [[Organization A:Organization]] (or the making of any agreement therefor); # the death or judicial declaration of incompetency of the [[Organization A:Organization]], if an individual; # the entry of any judgment or order of any court, other governmental authority or arbitrator against the [[Organization A:Organization]] which ​ in good faith determines shall have a material adverse effect on the [[Organization A:Organization]] or the [[Organization A:Organization]]’s ability to pay or perform the Obligations; # falsity, omission or inaccuracy of facts submitted to the ​ or any Affiliate (whether in a financial statement or otherwise); # an adverse change in the [[Organization A:Organization]], its business, assets, operations, affairs or condition (financial or otherwise) from the status shown on any financial statement or other document submitted to the ​ or any Affiliate, and which change the ​ determines will have a material adverse effect on # the [[Organization A:Organization]], its business, assets, operations or condition (financial or otherwise), or # the ability of the [[Organization A:Organization]] to pay or perform the Obligations; # any pension plan of the [[Organization A:Organization]] fails to comply with applicable law or has vested unfunded liabilities that, in the opinion of the ​, might have a material adverse effect on the [[Organization A:Organization]]’s ability to repay its debts; # failure of the [[Organization A:Organization]] to supply new or additional collateral within ten (10) days of request by the ​; # the occurrence of any event described in sub-paragraph(i) through and including(xiii) hereof with respect to any Subsidiary or to any endorser, guarantor or any other party liable for, or whose assets or any interest therein secures, payment of any of the Obligations; or # the ​ in good faith deems itself insecure with respect to payment or performance of the Obligations.

Upon the occurrence of any of the following events:

Events of Default. It is further understood that the following defaults shall constitute events of default hereunder and are hereinafter referred to as an “Event of Default” or “Events of Default”: # the failure of the Borrower to pay any principal amounts within three (3) Business Days of when due hereunder, # a material default in the performance of any of the other agreements, conditions, covenants, provisions or stipulations contained herein, # any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors or dissolution proceedings shall be instituted by or against the Borrower and shall not be dismissed within thirty (30) days of their initiation, or # any representation or warranty made herein proves to be untrue in any material respect as of the date of making or deemed making thereof.