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.

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.

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

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.

Forbearance Termination Events. Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Administrative Agent or the Lenders to forbear from exercising any of the rights and remedies available to them under the Credit Agreement, the other Loan Documents or applicable law (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lenders) upon or after the occurrence of a Forbearance Termination Event. As used herein, “Forbearance Termination Event” shall mean the occurrence of any of the following:

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:

Other Termination Events. The Executive hereby agrees that no severance compensation shall be payable upon termination of the Executive’s employment with the Company # by the Company with Cause; # by the Executive without Good Reason; or # as a result of the Executive’s death or Permanent Disability, and the Executive hereby waives any claim for severance compensation except as set forth in [Section 4(b)].

“Qualifying Termination” means one of the following events, where there is no Cause for ​ to terminate your service:

following the occurrence of any of the following events, each of which shall constitute a “Cause” for such termination:

Termination. Computershare, as Successor Servicer, shall only be terminated in accordance with this subsection and “Servicer Termination Events” shall mean and refer to the following on and after the Assumption Date:

Termination. Executive's employment under this Agreement may be terminated by Titan upon the occurrence of any of the following events:

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

Events of Default. The occurrence or existence of any one or more of the following events are referred to herein individually as an “Event of Default”, and collectively as “Events of Default”:

Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default or other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, unless and until Administrative Agent has received written notice from a Lender, or a Borrower specifying such Event of Default or any unfulfilled condition precedent, and stating that such notice is a “Notice of Default or Failure of Condition”. In the event that Administrative Agent receives such a Notice of Default or Failure of Condition, Administrative Agent shall give prompt notice thereof to the Lenders.

No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, 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 Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to # under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

Events of Default. Merchant shall be in default of the Agreement should any of the following events occur: # Merchant makes any misrepresentation hereunder or breaches any warranty, agreement, promise or covenant in this Agreement; # Merchant instructs its banking institution to stop payment on any authorized ACH withdrawal initiated by Purchaser; # Merchant fails to remit the purchased percentage of the Merchant’s receivables and fails to provide bank statements and other documents demonstrating that business revenue has declined or that the business has ceased operations; # Merchant applies for, or agrees to, any merchant cash advance or any other form of financing without the prior, written consent of Purchaser; # the sale of any of Merchant’s assets outside the ordinary course of business or material change to the operational structure or business plan of the business, without Purchaser’s prior, written consent; # the sale of any of Merchant's Future Receivables, without Purchaser's prior, written consent; # Merchant deliberately depletes the balance in any Approved Account; (viii)

Events of Default. An Event of Default shall mean the occurrence or existence of one or more of the events or conditions (whatever the reason for such Event of Default and whether voluntary, involuntary or effected by operation of law) described below which continues and persists for thirty (30) days beyond the required date of notice of such Event of Default specified in [Section 5.01]: