Termination Events. This Agreement may be terminated prior to the Closing:

Termination Events. This Agreement will terminate at the earlier of # the time that all of the Notes in the Offering have been sold, or # the time that this Agreement is terminated pursuant to [Section 10(b) or 10(c)])] below.

Certain Termination Events. In the event that Your termination of employment occurs as result of your death, Disability (as defined in that certain Amended and Restated Employment Agreement by and between You and the Company, effective as of ​, the “Employment Agreement”)), by the Company without Cause (as defined in the Employment Agreement) or by You for Good Reason (as defined in the Employment Agreement) (each, a “Termination Event”), Your unvested RSUs will vest in full on the date of such a Termination Event.

Within five Exchange Business Days immediately following any Repurchase Event (as defined below), ​ may notify ​ 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 ​ 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 ​ 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 ​ from ​ of # any Convertible Securities Repurchase Notice, and # a written representation and warranty by ​ that, as of the date of such Convertible Securities Repurchase Notice, ​ is not in possession of any material nonpublic information regarding ​ 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

Other Termination Events. Units not yet vested (and any related Dividend Equivalents) shall be automatically and immediately forfeited to the Company upon the Employee’s ceasing to be employed by the Company and its Subsidiaries for any reason whatsoever, other than death or Retirement of the Employee or except as otherwise determined by the Committee.

All unvested RSUs will vest on the date of Your termination of employment in the event Your employment is terminated for any of the following reasons:

Events of Default. The occurrence of any of the following events (each and “Event of Default”) shall constitute a breach of this Lease by Tenant:

Events of Default. Any of the following events or conditions shall constitute an “Event of Default”: # failure by the ​ 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 ​ 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 ​ 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 ​ is dissolved, becomes insolvent, generally fails to pay or admits in writing its inability generally to pay its debts as they become due; # the ​ 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 ​ to a third party; or the cessation by the ​ as a going business concern; # the ​ 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 ​ (or the making of any agreement therefor); # the death or judicial declaration of incompetency of the ​, if an individual; # the entry of any judgment or order of any court, other governmental authority or arbitrator against the ​ which ​ in good faith determines shall have a material adverse effect on the ​ or the ​’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 ​, 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 ​, its business, assets, operations or condition (financial or otherwise), or # the ability of the ​ to pay or perform the Obligations; # any pension plan of the ​ 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 ​’s ability to repay its debts; # failure of the ​ 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.

Mandatory Prepayment Events. Prompt written notice of the occurrence of # any Asset Disposition or Event of Loss with respect to which the Borrower is required to make a mandatory prepayment or an offer to prepay or make a deposit in the WAPCo Settlement Account pursuant to [Section 2.06(c)(i) and (ii)])] any incurrence or issuance of any Debt with respect to which the Borrower is required to make a mandatory prepayment pursuant to [Section 2.06(c)(ii)]; and

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

Accelerated Vesting Events. Upon the occurrence of one of the following events (each, an “Accelerated Vesting Event”), the outstanding unvested RSUs subject to this Agreement shall vest as provided below:

No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to # under the 1933 Act (a “Disqualification Event”), except for

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.

Each of the following occurrences shall constitute an Event of Default:

Events of Default. In addition to any other provision for acceleration of maturity contained in notes and collateral instruments to be executed by Borrower, and after the notice of default and opportunity to cure set forth in the Notes evidencing the term loan and the line of credit, Lender at its election may declare all sums owing by Borrower immediately due and payable upon the happening of any of the following events:

Events Requiring Notice. The Company shall be required to give the notice described in this [Section 8] upon one or more of the following events: # if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, # the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or # a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. Failure to give such notice shall not invalidate any such action.