Common use of Early Unwind Clause in Contracts

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of July 26, 2010 between Company and J.▇. ▇▇▇▇▇▇ Securities Inc. and G▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers Purchaser for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares and other Hedge Positions purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of July 26, 2010 between Counterparty and J.▇. ▇▇▇▇▇▇ Securities Inc. and G▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underlying Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers Purchaser for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares and other Hedge Positions purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Firm Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers underwriters for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateDecember 19, 2006 or such later date as agreed upon by the parties (the Premium Payment Date December 19, 2006 or such later date, date as agreed upon being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on that, other than to the extent the Early Unwind Date all Shares purchased occurred as a result of a breach of the Purchase Agreement by Dealer or one an affiliate thereof, Counterparty shall reimburse Dealer for any costs or more expenses (including market losses) relating to the unwinding of its affiliates hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by Dealer in its sole good faith and commercially reasonable discretion. Dealer shall notify Counterparty of such Sharesamount and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and Counterparty represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers Representatives for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that that, other than in cases involving a breach of the Purchase Agreement by Dealer, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(r), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Underwriting Agreement) is not consummated with the Initial Purchasers Underwriters for any reason, or Counterparty if Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 p.m. (the close of business in New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from reimburse Dealer on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a result of terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or Transaction). The amount of any such affiliate paid for reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Company of such Sharesamount and Company shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers underwriters for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateDecember 19, 2006 or such later date as agreed upon by the parties (the Premium Payment Date December 19, 2006 or such later date, date as agreed upon being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Bank and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on that, other than to the extent the Early Unwind Date all Shares purchased occurred as a result of a breach of the Purchase Agreement by Dealer Bank or one an affiliate thereof, Counterparty shall reimburse Bank for any costs or more expenses (including market losses) relating to the unwinding of its affiliates hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by Bank in its sole good faith and commercially reasonable discretion. Bank shall notify Counterparty of such Shares. Each of Dealer amount and Counterparty represents shall pay such amount in immediately available funds on the Early Unwind Date. Bank and acknowledges Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Firm Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of the Original Confirmation, in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Initial Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Agreement) Agreement is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event (i) the sale of the “Optional Underwritten Securities” (as defined in the Purchase Underwriting Agreement (the “Underwriting Agreement”), dated as of June 7, 2016, between Company and ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, as representatives of the Underwriters party thereto (the “Underwriters”)) is not consummated with the Initial Purchasers Underwriters for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”)) or (ii) the Term Loan Agreement, dated October 24, 2014, by and between Company, as Borrower, and Capital Royalty Partners II L.P. and the other lenders thereto, as amended, is not repaid in full and terminated on or prior to the Premium Payment Date, the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that Counterparty shall purchase from Dealer on , as the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharescase may be. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Firm Securities” (as defined in the Purchase Agreement) is not consummated with pursuant to the Initial Purchasers Purchase Agreement for any reason, or Counterparty fails to deliver to Dealer opinions an opinion of counsel as required pursuant to Section 9(a7(a), in each case by 1:00 12:00 p.m. (New York City time) on the Premium Payment Prepayment Date, or such later date as agreed upon by the parties (the Premium Payment Prepayment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction (other than as described in clause (iii) hereof) shall be cancelled and terminated and terminated, (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction (other than as described in clause (iii) hereof) either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer Date and (iii) to the extent either party made any payments or deliveries on or prior to the Early Unwind Date all Shares purchased by Dealer Date, the recipient of such payment or one delivery must immediately repay such cash or more of its affiliates in connection with redeliver such property, as the Transaction at the price Dealer or any such affiliate paid for such Sharescase may be. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), that upon an Early Unwind, all obligations with respect to the Transaction (other than as described in clause (iii) hereof) shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers Underwriters for any reason, reason or Counterparty fails to deliver to Dealer Bank opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateMay 5, 2009 or such later date as agreed upon by the parties (the Premium Payment Date May 5, 2009 or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Bank and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on that, other than to the extent the Early Unwind Date all Shares purchased occurred as a result of the breach of the Underwriting Agreement by Dealer the Underwriters, Counterparty shall reimburse Bank, in cash or one Shares, for any costs or more expenses (including market losses) relating to the unwinding of its affiliates or its affiliate’s hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). Bank shall notify Counterparty of such affiliate paid for such Shares. Each of Dealer amount and Counterparty represents shall pay such amount in immediately available funds or deliver Shares on the Early Unwind Date. Bank and acknowledges Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers Underwriters for any reason, reason or Counterparty the Company fails to deliver to Dealer Bank opinions of counsel as required pursuant to Section 9(a), ) by the close of business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateMay 5, 2009 (or such later date as agreed upon by the parties (the Premium Payment Date parties, May 5, 2009 or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Bank and Counterparty the Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on that, other than to the extent the Early Unwind Date all Shares purchased occurred as a result of the breach of the Underwriting Agreement by Dealer the Underwriters, the Company shall reimburse Bank, in cash or one Shares, for any costs or more expenses (including market losses) relating to the unwinding of its affiliates or its affiliate’s hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by Bank in its sole good faith discretion. Bank shall notify the Company of such Sharesamount and the Company shall pay such amount in immediately available funds or deliver Shares on the Early Unwind Date. Each of Dealer Bank and Counterparty represents the Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional SecuritiesOption Notes” (as defined in the Purchase Agreement dated as of January 9, 2017 between Counterparty, Parent and Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”) (the “Purchase Agreement”)) is not consummated with the Initial Purchasers for any reason, or either Counterparty or Parent fails to deliver to Dealer opinions opinion(s) of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Dealer, Counterparty and Counterparty Parent under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party parties from and agrees not to make any claim against the any other party with respect to any obligations or liabilities of the any other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares and other Hedge Positions purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer Dealer, Counterparty and Counterparty Parent represents and acknowledges to the other parties that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Additional Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event (i) the sale of the “Optional Option Securities” (as defined in the Purchase Underwriting Agreement (the “Underwriting Agreement”), dated as of June 7, 2016, between Company and ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, as representatives of the Underwriters party thereto (the “Underwriters”)) is not consummated with the Initial Purchasers Underwriters for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”)) or (ii) the Term Loan Agreement, dated October 24, 2014, by and between Company, as Borrower, and Capital Royalty Partners II L.P. and the other lenders thereto, as amended, is not repaid in full and terminated on or prior to the Premium Payment Date, the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that Counterparty shall purchase from Dealer on , as the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharescase may be. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Firm Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer Nomura opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Closing Date, or such later date as agreed upon by the parties (the Premium Payment Closing Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Nomura and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer Nomura on the Early Unwind Date all Shares purchased by Dealer Nomura or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price, as determined by the Calculation Agent. Each of Dealer Nomura and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(s), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional SecuritiesFirm Notes” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(w), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateAugust 23, 2006 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 23, 2006 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or of more of its affiliates and reimburse JPMorgan for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Counterparty of such Shares. Each of Dealer amount and Counterparty represents and acknowledges to the other that, subject to the proviso included shall pay such amount in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.immediately available funds on

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers Purchaser for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a‎9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(w), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Underwriting Agreement) is not consummated with the Initial Purchasers Underwriters for any reason, reason or Counterparty fails to deliver to Dealer Bank opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateMay 5, 2009 or such later date as agreed upon by the parties (the Premium Payment Date May 5, 2009 or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Bank and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on that, other than to the extent the Early Unwind Date all Shares purchased occurred as a result of the breach of the Underwriting Agreement by Dealer the Underwriters, Counterparty shall reimburse Bank, in cash or one Shares, for any costs or more expenses (including market losses) relating to the unwinding of its affiliates or its affiliate’s hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). Bank shall notify Counterparty of such affiliate paid for such Shares. Each of Dealer amount and Counterparty represents shall pay such amount in immediately available funds or deliver Shares on the Early Unwind Date. Bank and acknowledges Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Additional Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of the Original Confirmation, in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of this Confirmation, in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Underwriting Agreement) is not consummated with the Initial Purchasers Underwriters for any reason, or Counterparty if Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 p.m. (the close of business in New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from reimburse Dealer on for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a result of terminating, liquidating, obtaining or reestablishing any hedge or related trading position of Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or Transaction). The amount of any such affiliate paid for reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Company of such Sharesamount and Company shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional SecuritiesPurchased Notes” (as defined in the Purchase Agreement dated as of January 9, 2017 between Counterparty, Parent and Citigroup Global Markets Inc. as representative of the Initial Purchasers party thereto (the “Initial Purchasers”) (the “Purchase Agreement”)) is not consummated with the Initial Purchasers for any reason, or either Counterparty or Parent fails to deliver to Dealer opinions opinion(s) of counsel as required pursuant to Section 9(a9.(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Dealer, Counterparty and Counterparty Parent under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party parties from and agrees not to make any claim against the any other party with respect to any obligations or liabilities of the any other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares and other Hedge Positions purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer Dealer, Counterparty and Counterparty Parent represents and acknowledges to the other parties that, subject to the proviso included in this Section 9(t9.(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers Representatives for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of this Confirmation, in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers Representatives for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that that, other than in cases involving a breach of the Purchase Agreement by Dealer, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(r), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) 2.625% Convertible Senior Notes due August 15, 2011 is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateAugust 23, 2006 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 23, 2006 or such later date, if any, as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse JPMorgan for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Company of such Sharesamount and Company shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer JPMorgan and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers Representatives for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Firm] Insert in Base Warrant Confirmation. [“Additional] Insert in Additional Warrant Confirmation. Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(aý9(a), in each case by 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(tý9(w), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Securities” Underwritten Securities”]52[“Option Securities”]53 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of [December [ ], 2022], between ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”) and Counterparty) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and 52 Include in Base Call Option Confirmation. 53 Include in Additional Call Option Confirmation. ​ terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that Counterparty shall purchase from Dealer on , as the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharescase may be. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer {00050290;1} 22 on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(w), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateSeptember 19, 2005 (or such later date as agreed upon by the parties parties) (the Premium Payment Date September 19, 2005 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on reimburse JPMorgan for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer or one or more unwinding of its affiliates hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Counterparty of such Shares. Each of Dealer amount and Counterparty represents shall pay such amount in immediately available funds on the Early Unwind Date. JPMorgan and acknowledges Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Additional Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Debentures is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions other than as a result of counsel as required pursuant to Section 9(a)a breach by the initial purchasers, by the close of business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateMay 11, 2004 (or such later date as agreed upon by the parties parties) (the Premium Payment Date May 11, 2004 or such later date, date as agreed upon being the “Early Unwind Date”” ), the this Transaction shall automatically terminate (the “Early Unwind”) ” ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates in connection with hedging this Transaction and assume, or reimburse the Transaction at cost of, derivatives entered into by JPMorgan or one or more of its affiliates in connection with hedging this Transaction. The purchase price paid by the price Dealer or any Company shall be JPMorgan’s actual cost of such affiliate Shares and derivatives as JPMorgan informs Company and shall be paid for such Sharesin immediately available funds on the Early Unwind Date. Each of Dealer JPMorgan and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)the preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Additional Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer Nomura opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Closing Date, or such later date as agreed upon by the parties (the Premium Payment Closing Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Nomura and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer Nomura on the Early Unwind Date all Shares purchased by Dealer Nomura or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price, as determined by the Calculation Agent. Each of Dealer Nomura and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(s), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateMay 16, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date May 16, 2007 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or of more of its affiliates and reimburse Dealer for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such Shares. Each of Dealer amount and Counterparty represents and acknowledges to shall pay such amount in immediately available funds on the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Debentures is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions other than as a result of counsel as required pursuant to Section 9(a)a breach by the initial purchasers, by the close of business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateMay 11, 2004 (or such later date as agreed upon by the parties parties) (the Premium Payment Date May 11, 2004 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates in connection with hedging this Transaction and assume, or reimburse the Transaction at cost of, derivatives entered into by JPMorgan or one or more of its affiliates in connection with hedging this Transaction. The purchase price paid by the price Dealer or any Counterparty shall be JPMorgan’s actual cost of such affiliate Shares and derivatives as JPMorgan informs Counterparty and shall be paid for such Sharesin immediately available funds on the Early Unwind Date. Each of Dealer JPMorgan and Counterparty represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)the preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase AgreementAgreement dated as of October 6, 2022, among J.▇. ▇▇▇▇▇▇ Securities LLC, as representative of the Initial Purchasers party thereto (the “Initial Purchasers”), the guarantors party thereto and Company) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that Counterparty shall purchase from Dealer on , as the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharescase may be. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer JPMorgan opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer JPMorgan and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of July 26, 2010 between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Firm]15 [“Additional]16 Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other 15 Insert for Base Call Option Confirmation. 16 Insert for Additional Call Option Confirmation. party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Firm Securities”]18 [“Optional Securities” Securities”]19 (as defined in the Purchase Agreement (the “Purchase Agreement”), dated June 25, 2019, among Counterparty, Issuer and the guarantors party thereto and Barclays Capital Inc., as the representative of the initial purchasers named therein (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions any opinion of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that Counterparty shall purchase from Dealer on , as the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharescase may be. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Initial Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers Purchaser for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with commercially reasonable hedging activities related to the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event (i) the sale of the “Optional Option Securities” (as defined in the Purchase Underwriting Agreement (the “Underwriting Agreement”) dated as of June 7, 2016, between Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, as representatives of the Underwriters party thereto (the “Underwriters”)) is not consummated with the Initial Purchasers Underwriters for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”)) or (ii) the Term Loan Agreement, dated October 24, 2014, by and between Counterparty, as Borrower, and Capital Royalty Partners II L.P. and the other lenders thereto, as amended, is not repaid in full and terminated on or prior to the Premium Payment Date, the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that Counterparty shall purchase from Dealer on , as the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharescase may be. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional SecuritiesFirm Notes” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of March 5, 2024, among Counterparty, the guarantors party thereto and BofA Securities, Inc., as representative of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a‎9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Underwritten Securities”][“Option Securities” ”] (as defined in the Purchase Underwriting Agreement (the “Underwriting Agreement”) dated as of January [__], 2026, among Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇▇▇▇ LLC, as representatives of the Underwriters party thereto (the “Underwriters”)) is not consummated with the Initial Purchasers Underwriters for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Initial Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional SecuritiesNotes” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Initial Securities”][“Option Securities” ”] (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of January 21, 2021, among Counterparty and BofA Securities, Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Agreement) Agreement is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer JPMorgan opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer JPMorgan and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Securities” Firm Securities”]10[“Additional Securities”]11 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of May 25, 2021, between Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇ Fargo Securities, LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that Counterparty shall purchase from Dealer on , as the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharescase may be. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateNovember 13, 2006 (or such later date as agreed upon by the parties parties) (the Premium Payment Date November 13, 2006 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that that, unless the sale of Convertible Bonds is not consummated with the initial purchasers for any reason other than as a result of breach of the Purchase Agreement by the initial purchasers, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates and reimburse Dealer for any costs or expenses (including market losses) relating to the unwinding of its Hedging Activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such Sharesamount and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and Counterparty represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateNovember 15, 2005 or such later date as agreed upon by the parties (the Premium Payment Date November 15, 2005 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer MSIL and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty if the failure to consummate the sale of the Convertible Notes results from a failure of any condition set forth in Section 5 of the Purchase Agreement, Company shall purchase from Dealer on reimburse MSIL for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer or one or more unwinding of its affiliates hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by MSIL in its sole good faith discretion. MSIL shall notify Company of such Sharesamount, including reasonable detail regarding its determination of such amount, and Company shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer MSIL and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, reason or Counterparty fails to deliver to Dealer Deutsche opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 1:00 p.m. (New York City timeon March 16, 2007(1) on the Premium Payment Date, (or such later date as agreed upon by the parties parties) (the Premium Payment Date March 16, 2007 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Deutsche and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer Deutsche on the Early Unwind Date all Shares purchased by Dealer Deutsche or one or more of its affiliates and reimburse Deutsche for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by Deutsche in its sole good faith discretion. Deutsche shall notify Counterparty of such Sharesamount and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer Deutsche and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers Underwriters for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateJuly 16, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date July 16, 2007 or such later date, if any, as agreed upon being the “"Early Unwind Date”"), the this Transaction shall automatically terminate (the “"Early Unwind”) "), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse JPMorgan for reasonable costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at the price Dealer (including reasonable losses or costs incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by JPMorgan in good faith using its commercially reasonable discretion and shall be supported by written evidence of the same. JPMorgan shall notify Company of such Sharesamount, shall provide written evidence of the same and Company shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer JPMorgan and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateMay 16, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date May 16, 2007 or such later date, if any, as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse Dealer for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Company of such Sharesamount and Company shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Firm Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale by Issuer of the “Optional Initial Securities” (as defined in under the Purchase Agreement) is not consummated with the Initial Purchasers (as defined in the Purchase Agreement) pursuant to the Purchase Agreement (the “Purchase Agreement”) dated as of March 14, 2018 between Issuer and Dealer, as representative of the Initial Purchasers party thereto for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case reason by 1:00 p.m. 9:00 A.M. (New York City time) on the Premium Payment Date, third business day after the Trade Date (or such later date as agreed upon by the parties parties, which in no event shall be later than ten business days after such third business day) (the Premium Payment Date such third business day or such later date, date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date Date, and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction Issuer thereunder shall be cancelled and terminated terminated. Following such termination and (ii) cancellation, each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other either party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents Issuer represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateJanuary 22, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date January 22, 2007 or such later date, if any, as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates and shall, notwithstanding anything to the contrary in the Equity Definitions, reimburse JPMorgan for any actual and reasonable costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Company of such Sharesamount and Company shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer JPMorgan and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Securities” Base Securities”]25 [“Option Securities”]26 (as defined in the Purchase Agreement) Agreement dated as of February [_], 2025, between Counterparty and Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., as representative of the Initial Purchasers party thereto (the “Initial Purchasers”)), is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.. 25 Insert only for the Base Call Option Confirmation 26 Insert only for the Additional Call Option Confirmation

Early Unwind. In the event the sale of the “Optional Additional Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of the Original Confirmation, in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers for any reason, reason or Counterparty fails to deliver to Dealer Bank opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateMarch 26, 2007 (or such later date as agreed upon by the parties (the Premium Payment Date parties) March 26, 2007 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Bank and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on that, other than to the extent the Early Unwind Date all Shares purchased occurred as a result of the breach of the Purchase Agreement by Dealer the Initial Purchasers, Counterparty shall reimburse Bank for any costs or one or more expenses (including market losses) relating to the unwinding of its affiliates hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). Bank shall notify Counterparty of such affiliate paid for such Shares. Each of Dealer amount and Counterparty represents shall pay such amount in immediately available funds on the Early Unwind Date. Bank and acknowledges Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Firm Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Securities” Firm Securities”]8[“Option Securities”]9 (as defined in the Purchase Agreement) , dated as of September [__], 2023, among Company and Citigroup Global Markets Inc., BofA Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”), is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Initial Securities”][“Option Securities” ”] (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of June [__], 2021, among Counterparty and G▇▇▇▇▇▇ S▇▇▇▇ & Co. and BofA Securities, Inc., as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Firm]24[“Additional]25 Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”), dated as of May [ ], 2026, among Counterparty and ▇.▇. ▇▇▇▇▇▇ Securities LLC, Citigroup Global Markets Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, BofA Securities, Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 24 Insert for Base Call Option Confirmation. 25 Insert for Additional Call Option Confirmation only.

Early Unwind. In the event the sale of the “Optional Firm Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of the Original Confirmation, in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of July 26, 2010 between Company and ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Firm]6 [“Additional]7 Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(w), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer JPMorgan opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer JPMorgan and Counterparty represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Securities” Firm Securities”]10 [“Option Securities”]11 (as defined in the Purchase Agreement) Agreement dated as of October 30, 2024, among Counterparty and G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, Cantor F▇▇▇▇▇▇▇▇▇ & Co., and J.▇. ▇▇▇▇▇▇ Securities LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)), is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.. 10 Insert only for the Base Call Option Confirmation 11 Insert only for the Additional Call Option Confirmation

Early Unwind. In the event the sale of the “Optional Additional Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)‎9(a) of the Original Confirmation, in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t‎9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateJune 26, 2006 (or such later date as agreed upon by the parties parties) (the Premium Payment Date June 26, 2006 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty that, if the sale of the Convertible Notes is not consummated with the initial purchasers by the close of business in New York on the Early Unwind Date as a result of a failure by Company to satisfy any condition to closing contained in Section 6 of the Purchase Agreement, Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates and reimburse JPMorgan for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Company of such Sharesamount and Company shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer JPMorgan and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Firm] [“Additional] Securities” (as defined in the Purchase Agreement, dated as of May [ ], 2025, among Company and Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Securities” Underwritten Securities”]13[“Option Securities”]14 (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reasonreason (other than the default by an Initial Purchaser that is or is affiliated with Dealer), or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateNovember 15, 2005 or such later date as agreed upon by the parties (the Premium Payment Date November 15, 2005 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer MSIL and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that if the failure to consummate the sale of the Convertible Notes results from a failure of any condition set forth in Section 5 of the Purchase Agreement, Counterparty shall purchase from Dealer on reimburse MSIL for any costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer or one or more unwinding of its affiliates hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by MSIL in its sole good faith discretion. MSIL shall notify Counterparty of such Shares. Each amount, including reasonable detail regarding its determination of Dealer such amount, and Counterparty represents shall pay such amount in immediately available funds on the Early Unwind Date. MSIL and acknowledges Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase AgreementAgreement dated as of October 6, 2022, among J.▇. ▇▇▇▇▇▇ Securities LLC, as representative of the Initial Purchasers party thereto (the “Initial Purchasers”), the guarantors party thereto and Company) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that Counterparty shall purchase from Dealer on , as the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharescase may be. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Securities” Firm Securities”]10 [“Additional Securities”]11 (as defined in the Purchase Agreement) Agreement dated as of April [__], 2021, among Counterparty and [▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC] and [▇.▇. ▇▇▇▇▇▇ Securities LLC], as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)), is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.. 10 Insert only for the Base Call Option Confirmation 11 Insert only for the Additional Call Option Confirmation

Early Unwind. In the event the sale of the [“Optional Securities” Firm Securities”]21[“Additional Securities”]22 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of May 25, 2021, between Counterparty and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇ Fargo Securities, LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that Counterparty shall purchase from Dealer on , as the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharescase may be. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Additional Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(r), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateMarch 19, 2004 (or such later date as agreed upon by the parties parties) (the Premium Payment Date March 19, 2004 or such later date, date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates and assume, or reimburse the cost of, derivatives entered into by JPMorgan or one or more of its affiliates in connection with hedging this Transaction. The Purchase price paid by the Transaction at Company shall be JPMorgan’s actual cost of such Shares and derivatives as JPMorgan informs Company and shall be paid in immediately available funds on the price Dealer or any such affiliate paid for such SharesEarly Unwind Date. Each of Dealer JPMorgan and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)the preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”, dated as of October 29, 2015, among Company, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Optional Securities” Firm Securities”]9[“Optional Securities”]10 (as defined in the Purchase Agreement (the “Purchase Agreement”), dated June 25, 2019, among Company and the guarantors party thereto, Uniti Fiber and Barclays Capital Inc., as the representative of the initial purchasers named therein (the “Initial Purchaser”)) is not consummated with the Initial Purchasers Purchaser for any reason, or Counterparty Company fails to deliver to Dealer opinions any opinion of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment Date, Date (or such later date as agreed upon by the parties parties) (the Premium Payment Date or such later date, or any later date as agreed upon being the “Early Unwind Date”), the this Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares shares purchased by Dealer JPMorgan or one or more of its affiliates and reimburse JPMorgan for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at the price Dealer (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such affiliate paid for reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Counterparty of such Shares. Each of Dealer amount and Counterparty represents shall pay such amount in immediately available funds on the Early Unwind Date. JPMorgan and acknowledges Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers underwriters thereof for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateJune 15, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date June 15, 2007 or such later date, date as agreed upon being the “"Early Unwind Date”"), the Transaction shall automatically terminate (the “"Early Unwind”") on the Early Unwind Date and (ia) the Transaction and all of the respective rights and obligations of Dealer Citibank and Counterparty under the Transaction shall be cancelled and terminated and (iib) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that that, other than in cases involving a breach of the Underwriting Agreement by Citibank or an affiliate thereof, Counterparty shall purchase from Dealer Citibank on the Early Unwind Date all Shares purchased by Dealer Citibank or one or more of its affiliates affiliates, and assume, or reimburse the cost of, derivatives entered into by Citibank or one or more of its affiliates, in each case, in connection with hedging of the Transaction at on or after the price Dealer date hereof and the unwind of such hedging activities. The amount payable by Counterparty shall be Citibank's (or any its affiliates) actual cost of such affiliate Shares and unwind cost of such derivatives as Citibank informs Counterparty and shall be paid for such Sharesin immediately available funds on the Early Unwind Date. Each of Dealer Citibank and Counterparty represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)the preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. Governing law. The law of the State of New York.

Early Unwind. In the event the sale of the “Optional Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Initial Purchasers underwriters thereof for any reason, or Counterparty fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 1:00 p.m. (New York City time) on the Premium Payment DateJune 15, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date June 15, 2007 or such later date, date as agreed upon being the “"Early Unwind Date”"), the Transaction shall automatically terminate (the “"Early Unwind”") on the Early Unwind Date and (ia) the Transaction and all of the respective rights and obligations of Dealer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Counterparty under the Transaction shall be cancelled and terminated and (iib) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that that, other than in cases involving a breach of the Underwriting Agreement by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or an affiliate thereof, Counterparty shall purchase from Dealer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the Early Unwind Date all Shares purchased by Dealer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or one or more of its affiliates affiliates, and assume, or reimburse the cost of, derivatives entered into by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or one or more of its affiliates, in each case, in connection with hedging of the Transaction at on or after the price Dealer date hereof and the unwind of such hedging activities. The amount payable by Counterparty shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ (or any its affiliates) actual cost of such affiliate Shares and unwind cost of such derivatives as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ informs Counterparty and shall be paid for such Sharesin immediately available funds on the Early Unwind Date. Each of Dealer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Counterparty represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)the preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.. Governing law. The law of the State of New York. Contact information. For purposes of the Agreement (unless otherwise specified in the Agreement), the addresses for notice to the parties shall be:

Early Unwind. In the event the sale of the [“Optional Firm]11 [“Additional]12 Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) ), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents Company represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Firm Securities” (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Sharesthen prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(t9(r), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Optional Firm Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”), dated as of June 4, 2020, between Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, BofA Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC, as representatives of the Purchasers party thereto (the “Purchasers”)) is not consummated with the Initial Purchasers for any reason, or Counterparty Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 1:00 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date Date, and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty Company under the Transaction shall be cancelled and terminated terminated. Following such termination, cancellation and (ii) payment, each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the price Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.