Common use of Early Unwind Clause in Contracts

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 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 then prevailing market price. Each of Dealer and Counterparty represent and 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 “Underwritten Firm Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) ), dated as of the Trade Date between Counterparty May 14, 2013, among Counterparty, Xxxxxx Xxxxxxx & Co. LLC and X.X. Xxxxxx Securities Inc. and XxxxxxxLLC, Sachs & Co. as representatives of the several Initial Purchasers party theretothereto (the “Representatives”)) 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 “Underwritten Firm Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty Company and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 affiliateDealer, or Counterparty Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 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 then prevailing market price. Each of Dealer and Counterparty Company represent and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty if Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 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 Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Company of such amount and Company shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty Company 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 “Underwritten Securities” USD 150,000,000 aggregate principal amount of Notes (as defined in the Purchase Agreement (the “Note Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 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) Counterparty shall pay to Dealer an amount in cash equal to the aggregate amount (the “Unwind Amount”) of reasonable costs and expenses relating to the unwinding of Dealer’s hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such hedging activities, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer or its affiliates purchased such Shares) or, at the election of Counterparty, deliver to Dealer Shares with a value equal to such amount, as determined by the Calculation Agent, in which event the parties shall enter into customary and commercially reasonable documentation relating to the registered or exempt resale of such Shares; provided that in no event shall the number of such Shares exceed the lesser of 6,552,839 and the number of Shares then authorized for issuance under Counterparty’s certificate of incorporation that are unissued and unreserved at that time (the “Capped Number of Shares”). Following such termination, cancellation and payment by Counterparty to Dealer of the Unwind Amount (or delivery of Shares with a value equal thereto or delivery of the Capped Number of Shares, as the case may be) in accordance with clause (ii) of the immediately preceding sentence, 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge acknowledges to the other that, subject following payment by Counterparty to Dealer of the proviso included Unwind Amount (or delivery of Shares with a value equal thereto or delivery of the Capped Number of Shares, as the case may be) in this Section 9(t)accordance with clause (ii) of the second immediately preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. (i) In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or if Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 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 Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and 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 “Underwritten Firm Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 “Underwritten Firm Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between September 8, 2022, among Counterparty and X.X. Xxxxxx Securities Citigroup Global Markets Inc. and Xxxxxxx, Sachs Xxxxxxx Xxxxx & Co. LLC, as representatives of the several Initial Purchasers party thereto) thereto (the “Initial Purchasers”)), 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 by Counterparty of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Units is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of initial purchasers pursuant to the Purchase Agreement for any reason by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions close of counsel as required pursuant to Section 9(a), business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateJune 13, 2006 (or such later date as agreed upon by the parties parties, which in no event shall be later than the date specified for this purpose in the Purchase Agreement) (the Premium Payment Date June 13, 2006 or such later date 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 thereunder shall be cancelled and terminated and (ii) if the failure to consummate the sale of the Units results from a breach by Counterparty of any representation of or any undertaking by Counterparty contained in the Purchase Agreement, Counterparty shall pay to Bank an amount in cash equal to the aggregate amount of costs and expenses relating to the unwinding of Bank’s reasonable hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Bank or its affiliates in connection with such reasonable hedging activities). Following such termination, cancellation and 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 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 . The amount of any such reimbursement shall be determined by Bank in its reasonable good faith discretion. Bank shall notify the Company of such amount, including, upon Counterparty’s request, an explanation of the basis of determination of such amount, and Counterparty shall purchase from Dealer pay such amount in immediately available funds on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market priceDate. Each of Dealer Bank and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t), that upon an Early UnwindUnwind and following the payment referred to above, all obligations with respect to the Transaction shall be deemed fully and finally discharged. For the avoidance of doubt, this Section 9(i) shall become effective as of the Trade Date and shall remain in effect whether or not the Effective Date of the Transaction occurs.

Early Unwind. In the event the sale of the “Underwritten SecuritiesFirm Notes” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers initial purchasers thereof for any reason, other than reason by the close of business 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 5:00 p.m. (New York City time) on the Premium Payment DateNovember 3, 2017 (or such later date as agreed upon by the parties parties) (the Premium Payment Date November 3, 2017 or such later 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, if such an Early Unwind is solely due to an event within Counterparty’s control, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares and Underlying Shares purchased by Dealer or one or more of its affiliates affiliates, and assume, or reimburse the cost of, derivatives and other hedging activities entered into by Dealer or one or more of its affiliates, in each case, in connection with hedging of the Transaction at and the then prevailing market priceunwind of such hedging activities. Each The amount payable by Counterparty shall be Dealer’s (or its affiliates) actual cost of such Shares and Underlying Shares and unwind cost of such derivatives and other hedging activities as Dealer informs Counterparty and shall be paid in immediately available funds on the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)the second 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 “Underwritten Underlying Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Purchaser 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 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 and other Hedge Positions purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Purchaser 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(a‎9(a), in each case by 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date July 26, 2010 between Counterparty and X.X. J.X. Xxxxxx Securities Inc. and XxxxxxxGxxxxxx, 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 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 then prevailing market price. Each of Dealer and Counterparty represent and 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 “Underwritten Firm Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 5:00 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 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 then prevailing market priceprice Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represent represents and acknowledge 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 “Underwritten SecuritiesAdditional Notes” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers initial purchasers thereof for any reason, other than reason by the close of business 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 5:00 p.m. (New York City time) on the Premium Payment DateNovember 3, 2017 (or such later date as agreed upon by the parties parties) (the Premium Payment Date November 3, 2017 or such later 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, if such an Early Unwind is solely due to an event within Counterparty’s control, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares and Underlying Shares purchased by Dealer or one or more of its affiliates affiliates, and assume, or reimburse the cost of, derivatives and other hedging activities entered into by Dealer or one or more of its affiliates, in each case, in connection with hedging of the Transaction at and the then prevailing market priceunwind of such hedging activities. Each The amount payable by Counterparty shall be Dealer’s (or its affiliates) actual cost of such Shares and Underlying Shares and unwind cost of such derivatives and other hedging activities as Dealer informs Counterparty and shall be paid in immediately available funds on the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)the second 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 “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date July 26, 2010 between Counterparty Company and X.X. J.X. Xxxxxx Securities Inc. and XxxxxxxGxxxxxx, 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 affiliateDealer, or Counterparty Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 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 then prevailing market price. Each of Dealer and Counterparty Company represent and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the Bank opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 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 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 (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 amount and Counterparty shall pay such amount in immediately available funds or deliver Shares on the then prevailing market priceEarly Unwind Date. Each of Dealer Bank and 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 “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of reason or the Purchase Agreement by Dealer or its affiliate, or Counterparty Company fails to deliver to Dealer the Bank opinions of counsel as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 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 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 (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 reimbursement shall be determined by Bank in its sole good faith discretion. Bank shall notify the then prevailing market priceCompany of such amount 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 the Company 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 (i) the sale of the “Underwritten Option Securities” (as defined in the Purchase Underwriting Agreement (the “Purchase Underwriting Agreement”) ), dated as of the Trade Date June 7, 2016, between Counterparty Company and X.X. Xxxxxx Securities Inc. LLC and Xxxxxxx, Sachs Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several Initial Purchasers Underwriters party theretothereto (the “Underwriters”)) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 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 then prevailing market pricecase may be. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers underwriters for any reason, other than reason by the close of business 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 5:00 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 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 (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 reimbursement shall be determined by Bank in its sole good faith and commercially reasonable discretion. Bank shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer Bank and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx2.625% Convertible Senior Notes due August 15, Sachs & Co. as representatives of the several Initial Purchasers party thereto) 2011 is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business 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 5:00 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, 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 (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 reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Company of such amount and Company shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer JPMorgan and Counterparty Company 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty if Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 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 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 Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Company of such amount and Company shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty Company 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. (i) In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or if Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 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 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 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 Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and 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 “Underwritten Securities” Additional Securities (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date November 9, 2005 between Counterparty Maverick and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs Mxxxxx Sxxxxxx & Co. as representatives of the several Initial Purchasers party theretoIncorporated) is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business in cases involving a breach of New York on the Option Closing Date (as defined in 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 5:00 p.m. (New York City timeAgreement) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Option Closing Date or such later date as agreed upon being the “Option Early Unwind Date”), the Transaction this Amendment shall automatically terminate on the Option Early Unwind Date (the “Option Early Unwind”), on the Early Unwind Date and (i) the Transaction amendments to the Confirmation set forth in Section 1 hereof and all of the respective rights and obligations of Dealer MSIL and Counterparty under the Transaction Maverick in connection therewith 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 such amendments either prior to or after the Option Early Unwind Date; provided that Counterparty if the failure to consummate the sale of the Additional Securities results from a failure of any condition described in the final paragraph of Section 5 of the Purchase Agreement, Maverick 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 this Amendment (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 reimbursement shall be determined by MSIL in its sole good faith discretion. MSIL shall notify Maverick of such amount, including reasonable detail regarding its determination of such amount, and Maverick shall pay such amount in immediately available funds on the Transaction at the then prevailing market priceOption Early Unwind Date. Each of Dealer MSIL and Counterparty Maverick represent and acknowledge to the other that, subject to the proviso included in this Section 9(t)Section, upon an Option Early Unwind, all obligations with respect to the Transaction this Amendment shall be deemed fully and finally discharged.

Early Unwind. In the event (x) the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Joint Bookrunners for any reasonreason by 12:00 p.m. London time on March 19, 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 5:00 p.m. 2014 (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties parties) or (y) the Premium Payment Date or Joint Bookrunners have terminated the Purchase Agreement pursuant to Section 10 thereof (March 19, 2014, such later agreed date, or the date Dealer becomes aware that the Joint Bookrunners have terminated the Purchase Agreement, as applicable, 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, unless the Early Unwind Date occurred as a result of 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 of more of its affiliates for the purpose of hedging the Transaction and reimburse Dealer for any costs or expenses (including, without duplication, market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) less any gain for the then prevailing market priceDealer for the unwind of such hedging activity. Each Any such unwind must be performed by the Dealer in a commercially reasonable manner, it being understood that Dealer shall not increase its hedge positions after the Early Unwind Date. The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion and, upon request by Counterparty, documented to Counterparty in reasonable detail. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. Dealer and 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 “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty if Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 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 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 Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Company of such amount and Company shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty Company 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 “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) , dated as of the Trade Date between Counterparty January 17, 2018, among Company and X.X. Xxxxxxx Lynch, Pierce, Xxxxxx Securities Inc. & Xxxxx Incorporated and XxxxxxxXxxxx Fargo Securities, Sachs & Co. LLC, as representatives of the several Initial Purchasers party thereto) thereto (the “Initial Purchasers”), 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 then prevailing market price. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Representatives 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 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers thereof for any reason, other than reason by the close of business 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 5:00 p.m. (New York City time) on the Premium Payment DateNovember 16, 2009 (or such later date as agreed upon by the parties parties) (the Premium Payment Date November 16, 2009 or such later 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 Société Générale 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 Counterparty shall purchase from Dealer Société Générale on the Early Unwind Date all Shares purchased by Dealer Société Générale or one or more of its affiliates affiliates, and assume, or reimburse the cost of, derivatives and other hedging activities entered into by Société Générale or one or more of its affiliates, in each case, in connection with hedging of the Transaction at and the then prevailing unwind of such hedging activities. The amount payable by Counterparty in cash or, as described in the following sentence, in Shares, shall be Société Générale’s (or its affiliates) actual cost of such Shares and unwind cost of such derivatives and other hedging activities as Société Générale informs Counterparty and shall be paid in immediately available funds on the Early Unwind Date. Counterparty may satisfy its reimbursement obligation in cash or Shares, with the number of registered or unregistered Shares to be delivered to be determined by the Calculation Agent as the number of whole Shares that could be sold by Counterparty over a commercially reasonable period of time with the cash equivalent of such payment obligation; and provided that, to the extent that such Shares cannot be sold in the public market pricewithout registration under the Securities Act, such Shares shall be subject to the provisions under “Disposition of Hedge Shares” above, to be applied to such Shares. Each of Dealer Société Générale and Counterparty represent and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of reason or the Purchase Agreement by Dealer or its affiliate, or Counterparty Company fails to deliver to Dealer the Bank opinions of counsel as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 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 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 (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 reimbursement shall be determined by Bank in its sole good faith discretion. Bank shall notify the then prevailing market priceCompany of such amount 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 the Company 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Representatives for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 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 then prevailing market price. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers underwriters for any reason, other than reason by the close of business 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 5:00 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 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 (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 reimbursement shall be determined by Dealer in its sole good faith and commercially reasonable discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and 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. Notwithstanding anything in this Confirmation to the contrary, and subject to the immediately succeeding sentence, the respective obligations of the parties under the Transaction shall become final and binding, and the Transaction shall become effective, on the Premium Payment Date. In the event that (i) the sale of the “Underwritten Firm Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters 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 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 $1,500,000,000 Credit Agreement dated as of January 19, 2007 among Counterparty, as Borrower, the several lenders from time to time party thereto, Credit Suisse Securities (USA) LLC as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent is not repaid in full and terminated on prior to the Premium Payment Date, the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date 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; 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 then prevailing market price. Each of Dealer and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers for any reason, other than reason by the close of business 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 5:00 p.m. (New York City time) on the Premium Payment DateMarch 29, 2010 (or such later date as agreed upon by the parties parties) (the Premium Payment Date March 29, 2010 or such 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 and, if Counterparty has then received the Premium from Dealer, Counterparty shall refund such Premium to Dealer, whereupon (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 that, except to the extent the Early Unwind Date occurred as a result of a breach of the Purchase Agreement by the Initial Purchasers, 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 all Shares purchased as a result of a failure by Company to satisfy any condition to closing contained in Section 6 of the Purchase Agreement, Company shall reimburse Dealer for any costs or expenses (including market losses) relating to the 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 Transaction). The amount of any such reimbursement shall be determined by Dealer in its good faith and commercially reasonable discretion. Dealer shall notify Company of such amount and, subject to paragraph (m) below, Company shall pay such amount in immediately available funds on the then prevailing market priceCurrency Business Day immediately following the Early Unwind Date. Each of Dealer and Counterparty Company 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 “Underwritten SecuritiesOption Notes” (as defined in the Purchase Agreement dated as of January 9, 2017 between Counterparty, Parent and Citigroup Global Markets Inc. and Xxxxxxx, Xxxxx & Co. as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”) (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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, either Counterparty or Counterparty Parent fails to deliver to Dealer the opinions opinion(s) of counsel as required pursuant to Section 9(a), in each case by 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 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 then prevailing market price. Each of Dealer Dealer, Counterparty and Counterparty represent Parent represents and acknowledge 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 “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the Bank opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 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 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 (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 amount and Counterparty shall pay such amount in immediately available funds or deliver Shares on the then prevailing market priceEarly Unwind Date. Each of Dealer Bank and 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 “Underwritten 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”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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, either Counterparty or Counterparty Parent fails to deliver to Dealer the opinions opinion(s) of counsel as required pursuant to Section 9(a9.(a), in each case by 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 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 then prevailing market price. Each of Dealer Dealer, Counterparty and Counterparty represent Parent represents and acknowledge 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. (i) In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or if Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 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 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 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 Transaction). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and 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 (i) the sale of the “Underwritten Securities” (as defined in the Purchase Underwriting Agreement (the “Purchase Underwriting Agreement”) ), dated as of the Trade Date June 7, 2016, between Counterparty Company and X.X. Xxxxxx Securities Inc. LLC and Xxxxxxx, Sachs Xxxxxx Xxxxxxx & Co. LLC, as representatives of the several Initial Purchasers Underwriters party theretothereto (the “Underwriters”)) is not consummated with the Initial Purchasers Underwriters for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 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 then prevailing market pricecase may be. Each of Dealer and Counterparty represent Company represents and acknowledge 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 Convertible Notes for any Transaction hereunder is not consummated pursuant to the “Underwritten Securities” (as defined in the Purchase Agreement underwriting agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date June 9, 2009 between Counterparty and Citigroup Global Markets Inc. and X.X. Xxxxxx Securities Inc. and Xxxxxxx(the “Representatives”), Sachs & Co. as representatives of the several Initial Purchasers party theretounderwriters thereunder (the “Underwriters”) is not consummated with by the Initial Purchasers for any reason, other than close of business 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 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”)Date set forth in the Confirmation for such Transaction, the such Transaction shall automatically terminate (the “Early Unwind”), on the such Early Unwind Date and (i) the such Transaction and all of the respective rights and obligations of Dealer and Counterparty under the such 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 such Transaction either prior to or after the such Early Unwind Date; provided that that, if such failure is due to a breach or default on the part of Counterparty under the Underwriting Agreement, Counterparty shall purchase from Dealer on assume, or reimburse the Early Unwind Date all Shares purchased cost of, derivatives or other transactions entered into by Dealer or one or more of its affiliates Affiliates in connection with the Transaction hedging such Transaction. The amount paid by Counterparty shall be Dealer’s actual cost of such derivatives or other transactions as Dealer informs Counterparty and shall be paid in immediately available funds on such Early Unwind Date or, at the then prevailing market price. Each election of Dealer Counterparty, in lieu of such payment Counterparty may deliver to Dealer, on such Early Unwind Date, Shares with a value equal to such amount, as determined by the Calculation Agent, in which event the parties shall enter into customary and Counterparty represent and acknowledge commercially reasonable documentation relating to the other that, subject registered or exempt resale of such Shares; provided that in no event shall Counterparty be obligated to the proviso included deliver in this Section 9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally dischargedexcess of 1,541,787 Shares.

Early Unwind. In the event the sale of the “Underwritten Additional Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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)) of the Original Confirmation, in each case by 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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. (A) In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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), or (B) to the extent the transactions contemplated in the Exchange Agreements are not consummated for any reason, in each case by 5:00 p.m. (New York City time) on the third Business Day immediately following 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 Transaction, or, in the case of clause (B) above, a corresponding portion of the Transaction, shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction Transaction, or portion thereof in the case of clause (B) above, and all of the respective rights and obligations of Dealer and Counterparty under the Transaction Transaction, or portion thereof, shall be cancelled and terminated, and Counterparty shall pay to Dealer an amount in cash equal to the aggregate amount of commercially reasonable costs and expenses relating to the unwinding of Dealer’s commercially reasonable hedging activities in respect of the Transaction, or portion thereof, so terminated (including commercially reasonable market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such commercially reasonable hedging activities, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares) or, at the election of Counterparty, deliver to Dealer Shares with a value equal to such amount, as determined by the Calculation Agent, in which event the parties shall enter into customary and commercially reasonable documentation relating to the registered or exempt resale of such Shares (provided that the aggregate amount of Shares deliverable pursuant to this Section 9(v) shall not exceed [•]11), 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 Transaction, or portion thereof, so terminated 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 Transaction, or portion thereof, so terminated shall be deemed fully and finally discharged. For the avoidance of doubt, it is intended that payments pursuant to this Section 9(v) shall be made solely in respect of the terminated portion of the Transaction. 11 To be equal to the Number of Shares.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Purchaser 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 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 as Hedging Positions in connection with the respect of this 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge acknowledges to the (NY) 27961/685/CALL.SPREAD/WMGI.WF.addtl.bond.hedge.confirm.doc 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.. (NY) 27961/685/CALL.SPREAD/WMGI.WF.addtl.bond.hedge.confirm.doc Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us by facsimile at 000-000-0000 (Attention: Derivatives Structuring Group). Very truly yours, XXXXX FARGO SECURITIES, LLC, XXXXX FARGO BANK, NATIONAL ASSOCIATION acting solely in its capacity as Agent By: Xxxxx Fargo Securities, LLC, of Xxxxx Fargo Bank, National Association acting solely in its capacity as its Agent By: /s/Xxxxxxxx Xxxxx By: /s/Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director Title: Xxxxxxxx Xxxxx Accepted and confirmed as of the date first above written: Xxxxxx Medical Group, Inc. By: /s/ Xxxxx X. Xxxxx Authorized Signatory Name: Xxxxx X. Xxxxx

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the JPMorgan opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateMarch 16, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date March 16, 2007 or such 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 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 (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 reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer JPMorgan and Counterparty represent represents and acknowledge 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 by Issuer of the “Underwritten Initial Securities” (as defined 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 the Trade Date March 14, 2018 between Counterparty Issuer and X.X. Xxxxxx Securities Inc. and XxxxxxxDealer, Sachs & Co. as representatives representative of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers thereto for any reason, other than in cases involving a breach of the Purchase Agreement reason 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 5:00 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 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 then prevailing market price. Each of Dealer and Counterparty Issuer represent and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Purchaser 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 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 as Hedging Positions in connection with the respect of this 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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.. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us by facsimile at 000-000-0000 (Attention: Derivatives Structuring Group). Very truly yours, XXXXX FARGO SECURITIES, LLC, XXXXX FARGO BANK, NATIONAL ASSOCIATION acting solely in its capacity as Agent By: Xxxxx Fargo Securities, LLC, of Xxxxx Fargo Bank, National Association acting solely in its capacity as its Agent By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director Title: Managing Director Accepted and confirmed as of the date first above written: Xxxxxx Medical Group, Inc. By: /s/ Xxxxx X. Xxxxx Authorized Signatory

Early Unwind. In the event If the sale by the Issuer of the “Underwritten Securities” Convertible Notes (as defined in or, if the Purchase Agreement (Over-Allotment Option is exercised, the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party theretoapplicable Additional Notes) is not consummated with UBS Securities LLC pursuant to the Initial Purchasers Underwriting Agreement for any reasonreason by the close of business in New York on July 16, other than in cases involving a breach 2007 (or, with respect to any Additional Notes, the date (the “Over-Allotment Closing Date”) of the Purchase Agreement by Dealer or its affiliate, or Counterparty fails to deliver to Dealer “additional time of sale” set forth in the opinions notice of counsel as required exercise of the Over-Allotment Option delivered pursuant to Section 9(a1 of the Underwriting Agreement), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (July 16, 2007 or the Premium Payment Date Over-Allotment Closing Date, as applicable, or such later date being the “Early Unwind Date”), then (i) the Transaction (or, with respect to any Additional Notes, the Additional Warrants) shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and Date; (iii) the Transaction (or, with respect to any Additional Notes, the Additional Warrants) and all of the respective rights and obligations of the Dealer and Counterparty under the Issuer hereunder with respect to the Transaction or the Additional Warrants, as applicable, 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 of, and to be performed in connection with with, the Transaction or the Additional Warrants, as applicable, either prior to to, on 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 then prevailing market price. Each of The Dealer and Counterparty the Issuer each represent and 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 or the Additional Warrants, as applicable, shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Firm Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a)) of the Original Confirmation, in each case by 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 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 then prevailing market price. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date July 26, 2010 between Counterparty Company and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 affiliateDealer, or Counterparty Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 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 then prevailing market price. Each of Dealer and Counterparty Company represent and 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 [“Underwritten Securities” Initial Securities”]10[“Option Securities”]11 (as defined in the Purchase Agreement (the “Purchase Agreement”) ), dated as of the Trade Date between Counterparty February 12, 2020, among Company, i3 LLC and X.X. Xxxxxx Securities Inc. and XxxxxxxBofA Securities, Sachs & Co. Inc., as representatives representative of the several Initial Purchasers party theretothereto (the “Initial Purchasers”)) 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 Company fails to deliver to Dealer the opinions any opinion of counsel as required pursuant to Section 9(a), in each case by 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 then prevailing market price. Each of Dealer and Counterparty represent Company represents and acknowledge 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 [“Underwritten 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 Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of initial purchasers named therein (the several “Initial Purchasers party theretoPurchaser”)) is not consummated with the Initial Purchasers Purchaser for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, or Counterparty Company fails to deliver to Dealer the opinions any opinion of counsel as required pursuant to Section 9(a), in each case by 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 then prevailing market price. Each of Dealer and Counterparty represent Company represents and acknowledge 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 [“Underwritten Securities” Securities”]18[“Option Securities”]19 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 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 for the purpose of hedging the Transaction 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 (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 reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty represent represents and acknowledge 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. 18 Insert for Base Call Option Confirmation. 19 Insert for Additional Call Option Confirmation.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Purchaser for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the BofA opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 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 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 BofA 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, 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 Counterparty to satisfy any condition to closing contained in Section 6 of the Purchase Agreement, Counterparty shall purchase from Dealer BofA on the Early Unwind Date all Shares Shares, if any, purchased by Dealer BofA or one or more of its affiliates and reimburse BofA for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (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 reimbursement shall be determined by BofA in its sole good faith discretion. BofA shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer BofA and 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 that the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) ), dated as of the Trade Date September 16, 2010, between Counterparty Company and X.X. Xxxxxx Securities Inc. and XxxxxxxLLC, Sachs & Co. as representatives representative of the several Initial Purchasers party theretothereto (the “Initial Purchasers”)) 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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”), then 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 Company 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 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 then prevailing market price. Each of Dealer and Counterparty Company represent and acknowledge 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 “Underwritten Initial Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date March 2, 2022, between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs Gxxxxxx Sxxxx & Co. LLC and Moelis & Company LLC, as representatives of the several Initial Purchasers party theretothereto (the “Initial Purchasers”)) 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 [“Underwritten Securities” Firm Securities”]25[“Option Securities”]26 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date [__], 2023, between Counterparty and X.X. Xxxxxx Securities Inc. and XxxxxxxLLC, Sachs & Co. as representatives representative of the several Initial Purchasers party theretothereto (the “Initial Purchasers”)) 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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. 25 Insert for Base Call Option Confirmation. 26 Insert for Additional Call Option Confirmation.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Exchangeable Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the Wachovia opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateDecember 8, 2006 (or such later date as agreed upon by the parties parties) (the Premium Payment Date December 8, 2006 or such 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 Wachovia and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party Wachovia shall be released and discharged by the other party Counterparty from and Counterparty agrees not to make any claim against the other party Wachovia with respect to any obligations or liabilities of the other party Wachovia 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 Wachovia on the Early Unwind Date all Shares purchased by Dealer Wachovia or one or more of its affiliates and reimburse Wachovia for any costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (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 reimbursement shall be determined by Wachovia in its sole good faith discretion. Wachovia shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer Wachovia and Counterparty represent represents and acknowledge 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 [“Underwritten Securities” Initial Securities”]19[“Option Securities”]20 (as defined in the Purchase Agreement (the “Purchase Agreement”) ), dated as of the Trade Date between Counterparty February 12, 2020, among Counterparty, Issuer and X.X. Xxxxxx Securities Inc. and XxxxxxxBofA Securities, Sachs & Co. Inc., as representatives representative of the several Initial Purchasers party theretothereto (the “Initial Purchasers”)) 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 any opinion of counsel as required pursuant to Section 9(a), in each case by 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 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 then prevailing market pricecase may be. Each of Dealer and Counterparty represent represents and acknowledge 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 by Counterparty of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Underwriters pursuant to the Underwriting Agreement for any reason, other than reason by the close of business 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 5:00 p.m. (New York City time) on the Premium Payment DateMay 19, 2009 (or such later date as agreed upon by the parties parties, which in no event shall be later than May 22, 2009) (the Premium Payment Date May 19, 2009 or such later date being the “Closing Date”), or, with respect to any Additional Convertible Notes, on the settlement date for the Option Securities pursuant to Section 3 of the Underwriting Agreement (the “Additional Closing Date,” and the Closing Date or the Additional Closing Date, as applicable, the “Early Unwind Date”), the Transaction (or, with respect to any Additional Convertible Notes, the Additional Options) shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction (or, with respect to any Additional Convertible Notes, the Additional Options) and all of the respective rights and obligations of Dealer and Counterparty under the Transaction or the Additional Options, as applicable, shall be cancelled and terminated and (ii) Counterparty shall deliver to Dealer, other than in cases involving a breach of the Underwriting Agreement by the Underwriters, either an amount in cash equal to the aggregate amount of costs and expenses relating to the unwinding of Dealer’s hedging activities in respect of the Transaction or the Additional Options, as applicable, (including market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such hedging activities, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares), but after giving effect to any gains experienced by Dealer (such net amount, the “Cash Amount”). Following such termination, cancellation and 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 either party arising out of and to be performed in connection with the Transaction or the Additional Options, as applicable, either prior to or after the Early Unwind Date; provided . Please confirm that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased foregoing correctly sets forth the terms of our agreement by Dealer executing this Confirmation and returning it to EDG Confirmation Group, X.X. Xxxxxx Securities Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or one or more of its affiliates in connection with the Transaction at the then prevailing market priceby fax to (000) 000 0000. Each of Dealer and Counterparty represent and 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.Very truly yours,

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Additional Securities Inc. and Xxxxxxx, 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, reason or Counterparty fails to deliver to Dealer the opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateNovember 24, 2009 (or such later date as agreed upon by the parties parties) (the Premium Payment Date November 24, 2009 or such 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 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 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 sale is not consummated for any reason other than a default by Dealer, 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 (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 reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and Counterparty represent represents and acknowledge 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 [“Underwritten Securities” Firm Securities”]10 [“Additional Securities”]11 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between April [__], 2021, among Counterparty and [Xxxxxxx Xxxxx & Co. LLC] and [X.X. Xxxxxx Securities Inc. and XxxxxxxLLC], Sachs & Co. as representatives of the several Initial Purchasers party thereto) thereto (the “Initial Purchasers”)), 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) , dated as of the Trade Date between Counterparty and October 29, 2015, among Company, X.X. Xxxxxx Securities Inc. LLC and XxxxxxxXxxxxxx Lynch, Sachs Pierce, Xxxxxx & Co. Xxxxx Incorporated, as representatives of the several Initial Purchasers party theretothereto (the “Initial Purchasers”)) 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 then prevailing market price. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten ["Firm]13 ["Additional]14 Securities” " (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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(a7(a), in each case by 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 elect (i) to 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 (the "Existing Hedge Shares") at the aggregate price Dealer or any such affiliate paid for such Shares (the "Early Unwind Amount") or (ii) for Dealer to sell the Existing Hedge Shares during a period (the "Unwind Resale Period") commencing on the Exchange Business Day following the Early Unwind Date and ending on the Exchange Business Day on which Dealer completes the sale of all Existing Hedge Shares (and any Make-whole Unwind Shares (as defined below), if applicable). If the Early Unwind Amount exceeds the realized net proceeds from the sale by Dealer of the Existing Hedge Shares, Counterparty shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Trading Day immediately following the last day of the Unwind Resale Period the amount of such excess (the "Additional Unwind Amount"), at Counterparty's election, in cash or in a number of Shares ("Make-whole Unwind Shares") in an amount that, based on the estimated per Share resale value of such Make-whole Unwind Shares (as determined by the Calculation Agent in a commercially reasonable manner), has a value equal to the Additional Unwind Amount. The Unwind Resale Period shall continue to enable the sale of the Make-whole Unwind Shares and this provision shall be applied successively until the Additional Unwind Amount is equal to zero. In connection with the sale of any Existing Hedge Shares and any Make-whole Unwind Shares pursuant to this Section 7(u), Counterparty shall, at its election, either (i) in order to allow Dealer to sell such Existing Hedge Shares and such Make-whole Unwind Shares in a registered offering, make available to Dealer an effective registration statement under the Securities Act and enter into an agreement, in customary form and substance reasonably satisfactory to Dealer, substantially in the form of an underwriting agreement for a __________________ 13 Insert for Base Call Option Confirmation. 14 Insert for Additional Call Option Confirmation. registered secondary offering of equity securities of companies comparable in size, maturity and line of business (provided, however, that if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then prevailing clause (ii) of this sentence shall apply) or (ii) in order to allow Dealer to sell such Existing Hedge Shares and such Make-whole Unwind Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities of companies comparable in size, maturity and line of business, in customary form and substance reasonably satisfactory to Dealer (it being understood and agreed that the sale price for such Existing Hedge Shares and such Make-whole Unwind Shares pursuant to this clause (ii) shall reflect a commercially reasonable liquidity discount from the public market priceprice of the Shares). In no event shall Company deliver a number of Shares pursuant to this Section 7(u) greater than two times the aggregate number of Shares underlying the Number of Options. Each of Dealer and Counterparty represent represents and acknowledge acknowledges to the other that, subject to the proviso included in this Section 9(t7(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 [“Underwritten Securities” Firm Securities”]10[“Additional Securities”]11 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date May 25, 2021, between Counterparty Company and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, as representatives of the several Initial Purchasers party theretothereto (the “Initial Purchasers”)) 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 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 then prevailing market pricecase may be. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and October 6, 2022, among X.X. Xxxxxx Securities Inc. and XxxxxxxLLC, Sachs & Co. as representatives representative of the several Initial Purchasers party theretothereto (the “Initial Purchasers”), the guarantors party thereto and Counterparty) 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(a‎9(a), in each case by 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 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 then prevailing market pricecase may be. Each of Dealer and Counterparty represent represents and acknowledge 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 [“Underwritten Securities” Firm Securities”]18 [“Optional 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 Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of initial purchasers named therein (the several “Initial Purchasers party theretoPurchasers”)) 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 any opinion of counsel as required pursuant to Section 9(a), in each case by 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 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 then prevailing market pricecase may be. Each of Dealer and Counterparty represent represents and acknowledge 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 [“Underwritten Firm] [“Additional] Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) , dated as of the Trade Date between Counterparty August [ ], 2023, among Company and Citigroup Global Markets Inc., X.X. Xxxxxx Securities Inc. and XxxxxxxLLC, Sachs Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc., as representatives of the several Initial Purchasers party theretothereto (the “Initial Purchasers”)) 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 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 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 then prevailing market price. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) ), dated as of the Trade Date between Counterparty and October 29, 2015, among Counterparty, X.X. Xxxxxx Securities Inc. LLC and XxxxxxxXxxxxxx Lynch, Sachs Pierce, Xxxxxx & Co. Xxxxx Incorporated, as representatives of the several Initial Purchasers party theretothereto (the “Initial Purchasers”)) 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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. (i) In the event (x) the sale of the “Underwritten SecuritiesFirm Notes” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 reason by 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 (y) each of the 2019 Debt Facility, the 2017 EIB loan, the 2014 EIB loan (each as defined in the Offering Memorandum) and the Facility Agreement dated July 25, 2019 between Issuer, Italian Branch and Banca Nazionale Del Lavoro S.p.A. 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 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 (x) Counterparty shall purchase from reimburse Dealer for any hedging losses reasonably incurred in connection with Dealer’s disposition of any hedge position with respect to the Transaction in connection with any Early Unwind and (y) with respect to any Early Unwind, Dealer shall return on the Early Unwind Date all Shares purchased any Premium actually paid by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market priceCounterparty. Each of Dealer and Counterparty represent represents and acknowledge acknowledges to the other that, subject to the proviso included in this Section 9(t9(v)(i), 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of reason or the Purchase Agreement by Dealer or its affiliate, or Counterparty Company fails to deliver to Dealer the Bank opinions of counsel as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateApril 24, 2009 (or such later date as agreed upon by the parties (the Premium Payment Date parties, April 24, 2009 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 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 Purchase Agreement by Dealer the Initial Purchasers, 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 (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 reimbursement shall be determined by Bank in its sole good faith discretion. Bank shall notify the then prevailing market priceCompany of such amount 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 the Company 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 [“Underwritten Securities” Firm Securities”]8[“Option Securities”]9 (as defined in the Purchase Agreement (the “Purchase Agreement”) , dated as of the Trade Date between Counterparty September [__], 2023, among Company and X.X. Xxxxxx Securities Citigroup Global Markets Inc., BofA Securities, Inc. and XxxxxxxXxxxx Fargo Securities, Sachs & Co. LLC, as representatives of the several Initial Purchasers party thereto) thereto (the “Initial Purchasers”), 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 then prevailing market price. Each of Dealer and Counterparty represent Company represents and acknowledge 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. Notwithstanding anything in this Confirmation to the contrary, and subject to the immediately succeeding sentence, the respective obligations of the parties under the Transaction shall become final and binding, and the Transaction shall become effective, on the Premium Payment Date. In the event that (i) the sale of the “Underwritten Private Placement Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a)) of this Confirmation, in each case by 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 $140,000,000 Credit Agreement dated as of October 3, 2007 among Company, as Borrower, the several lenders from time to time party thereto, TD Banknorth, N.A. and Wachovia Bank, National Association, as Co-Syndication Agents and JPMorgan Chase Bank, N.A., as Administrative Agent 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 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; provided that Counterparty Company shall purchase from deliver to Dealer, other than in cases involving a breach of the Purchase Agreement by Dealer on or an affiliate of Dealer, an amount in cash equal to the Early Unwind Date all aggregate amount of costs and expenses relating to the unwinding (which unwinding shall be conducted in a commercially reasonable manner) of Dealer’s hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction such hedging activities, unless Company agrees to purchase any such Shares at the then prevailing market pricecost at which Dealer purchased such Shares), but after giving effect to any gains experienced by Dealer. Each of Dealer and Counterparty Company 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.. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, X.X. Xxxxxx Securities Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax to (000) 000 0000. Very truly yours,

Early Unwind. In the event the sale of the [“Underwritten Firm]7 [“Additional]8 Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 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 Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or 7 Insert in Base Warrant Confirmation. 8 Insert in Additional Warrant Confirmation. one or more of its affiliates in connection with the Transaction at the then prevailing market priceprice Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten Additional Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a)) of the Original Confirmation, in each case by 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 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 then prevailing market price. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes 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, reason or Counterparty fails to deliver to Dealer the Bank opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 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 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 (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 amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer Bank and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchaser for any reason, other than reason by the close of business 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 5:00 p.m. (New York City time) on the Premium Payment Date[ ], 2015 (or such later date as agreed upon by the parties parties) (the Premium Payment Date [ ], 2015 or such later 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, except to the extent that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased occurred as a result of a breach of the Purchase Agreement by Dealer or one or more any of its affiliates affiliates, Counterparty shall reimburse Dealer for any costs or expenses (including market losses, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares) relating to the unwinding of its hedging activities in connection with the Transaction at (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 reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and 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 “Underwritten Initial Securities” (as defined in the Purchase Agreement (the “Purchase Underwriting Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Underwriters 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 Bank opinions of counsel as required pursuant to Section 9(a), in each case by 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 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 Bank on the Early Unwind Date all Shares purchased by Dealer Bank or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer Bank and Counterparty represent represents and acknowledge 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.. Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Bank) correctly sets forth the terms of the agreement between Bank and Counterparty with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83. Very truly yours, Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx Sachs & Co Authorized Signatory Name: Xxxxxxx Xxxxx & Co Accepted and confirmed as of the Trade Date: NuVasive, Inc. By: /s/ Xxxxxxx Xxxxxxx Authorized Signatory Name: Xxxxxxx Xxxxxxx

Early Unwind. (A) In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 that Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), or (B) to the extent the transactions contemplated in the Exchange Agreements are not consummated for any reason, in each case by 5:00 p.m. (New York City time) on the third Business Day immediately following 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 or, in the cause of clause (B) above, a corresponding portion of the Transaction, shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction Transaction, or portion thereof in the case of clause (B) above, and all of the respective rights and obligations of Dealer and Counterparty under the Transaction Transaction, or portion thereof, shall be cancelled and terminated, and Counterparty shall pay to Dealer an amount in cash equal to the aggregate amount of commercially reasonable costs and expenses relating to the unwinding of Dealer’s commercially reasonable hedging activities in respect of the Transaction, or portion thereof, so terminated (including commercially reasonable market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such commercially reasonable hedging activities, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares) or, at the election of Counterparty, deliver to Dealer Shares with a value equal to such amount, as determined by the Calculation Agent, in which event the parties shall enter into customary and commercially reasonable documentation relating to the registered or exempt resale of such Shares (provided that the aggregate amount of Shares deliverable pursuant to this Section 9(v) shall not exceed 824,1504), 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 Transaction, or portion thereof, so terminated 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 Transaction, or portion thereof, so terminated shall be deemed fully and finally discharged. For the avoidance of doubt, it is intended that payments pursuant to this Section 9(v) shall be made solely in respect of the terminated portion of the Transaction.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchaser for any reason, other than reason by the close of business 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 5:00 p.m. (New York City time) on the Premium Payment DateJune 3, 2019 (or such later date as agreed upon by the parties parties) (the Premium Payment Date June 3, 2019 or such later 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, except to the extent that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased occurred as a result of a breach of the Purchase Agreement by Dealer or one or more any of its affiliates affiliates, Counterparty shall reimburse Dealer for any costs or expenses (including market losses, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares) relating to the unwinding of its hedging activities in connection with the Transaction at (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 reimbursement shall be determined by Dealer in its sole good faith discretion. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer and 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 [“Underwritten Securities” Firm Securities”]5[“Option Securities”]6 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Initial Purchasers Purchaser 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 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 hereunder shall be cancelled and terminated and Counterparty shall pay to Dealer, other than in cases involving a breach of the Purchase Agreement by Dealer as Initial Purchaser (as defined in the Purchase Agreement), an amount in cash equal to the aggregate amount of costs and expenses relating to the unwinding of Dealer’s hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such hedging activities, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares) or, at the election of Counterparty, deliver to Dealer Shares with a value equal to such amount, as determined by the Calculation Agent, in which event Counterparty shall comply with its obligations under clause (i) or (ii) (at the election of Counterparty) under Section 9(l) relating to the registered or exempt resale of such Shares, with such Shares being deemed to be Hedge Shares for this purpose. Following such termination, cancellation and payment or delivery (and, if applicable, performance by Counterparty of its obligations under Section 9(l)), each party shall be released and discharged by the other party from from, and agrees not to make any claim against the other party with respect to to, any obligations or liabilities of the other either party arising out of of, and to be performed in connection with 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 then prevailing market price. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t), that upon an Early UnwindUnwind and following the payment or delivery referred to above (and, if applicable, performance by Counterparty of its obligations under Section 9(l)), all obligations with respect to the Transaction shall be deemed fully and finally discharged. 5 Insert for Base Convertible Bond Hedge Confirmation. 6 Insert for Additional Convertible Bond Hedge Confirmation.

Early Unwind. (A) In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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), or (B) to the extent the transactions contemplated in the Exchange Agreements are not consummated for any reason, in each case by 5:00 p.m. (New York City time) on the Premium Payment seventh Business Day immediately following the Trade Date, or such later date as agreed upon by the parties (the Premium Payment Date such Business Day or such later date date, the “Early Unwind Date”), the Transaction Transaction, or, in the case of clause (B) above, a corresponding portion of the Transaction, shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction Transaction, or portion thereof in the case of clause (B) above, and all of the respective rights and obligations of Dealer and Counterparty under the Transaction Transaction, or portion thereof, shall be cancelled and terminated, and Counterparty shall pay to Dealer an amount in cash equal to the aggregate amount of commercially reasonable costs and expenses relating to the unwinding of Dealer’s commercially reasonable hedging activities in respect of the Transaction, or portion thereof, so terminated (including commercially reasonable market losses incurred in reselling any Shares purchased by or on behalf of Dealer or its affiliates in connection with such commercially reasonable hedging activities, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares) or, at the election of Counterparty, deliver to Dealer Shares with a value equal to such amount, as determined by the Calculation Agent, in which event the parties shall enter into customary and commercially reasonable documentation relating to the registered or exempt resale of such Shares (provided that the aggregate amount of Shares deliverable pursuant to this Section 9(v) shall not exceed the Number of Shares), 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 Transaction, or portion thereof, so terminated 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 Transaction, or portion thereof, so terminated (other than the payment obligation set forth in this Section 9(v)) shall be deemed fully and finally discharged. For the avoidance of doubt, it is intended that payments pursuant to this Section 9(v) shall be made solely in respect of the terminated portion of the Transaction.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers underwriters thereof for any reason, other than reason by the close of business 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 5:00 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 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 Xxxxxx Xxxxxxx 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 Xxxxxx Xxxxxxx or an affiliate thereof, Counterparty shall purchase from Dealer Xxxxxx Xxxxxxx on the Early Unwind Date all Shares purchased by Dealer Xxxxxx Xxxxxxx or one or more of its affiliates affiliates, and assume, or reimburse the cost of, derivatives entered into by Xxxxxx Xxxxxxx or one or more of its affiliates, in each case, in connection with hedging of the Transaction at on or after the then prevailing market pricedate hereof and the unwind of such hedging activities. Each The amount payable by Counterparty shall be Xxxxxx Xxxxxxx'x (or its affiliates) actual cost of Dealer such Shares and unwind cost of such derivatives as Xxxxxx Xxxxxxx informs Counterparty and shall be paid in immediately available funds on the Early Unwind Date. Xxxxxx Xxxxxxx and Counterparty represent and 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. (i) In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Purchaser for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateMarch 29, 2010 (or such later date as agreed upon by the parties parties) (the Premium Payment Date March 29, 2010 or such 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 and, if Dealer has then received from Counterparty the Premium, Dealer shall refund such Premium to Counterparty, whereupon (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 that, except to the extent the Early Unwind Date occurred as a result of the breach of the Purchase Agreement by the Initial Purchasers, 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 all Shares purchased as a result of a failure by Counterparty to satisfy any condition to closing contained in Section 6 of the Purchase Agreement, Counterparty shall reimburse Dealer for any costs or expenses (including market losses) relating to the 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 Transaction). The amount of any such reimbursement shall be JPMorgan Chase Bank, National Association Organised under the then prevailing market pricelaws of the United States as a National Banking Association Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX Authorised and regulated by the Financial Services Authority determined by Dealer in its good faith and commercially reasonable discretion. Dealer shall notify Counterparty of such amount and, subject to paragraph (i)(ii) below, Counterparty shall pay such amount in immediately available funds on the Currency Business Day immediately following the Early Unwind Date. Each of Dealer and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) additional Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business 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 5:00 p.m. (New York City time) on the Premium Payment DateAugust 13, 2012 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 13, 2012 or such 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 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, Counterparty shall purchase from reimburse Dealer on for reasonable costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer unwinding of its, or one or more of its affiliates the Hedging Party’s, Hedging Activities in connection with the Transaction (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) unless the sale of Convertible Bonds is not consummated with the initial purchasers as a result of breach of the Purchase Agreement by the initial purchasers (in which case no such reimbursement will be payable). The amount of any such reimbursement shall be determined by Dealer in good faith and in a commercially reasonable manner. Dealer shall notify Counterparty of such amount and Counterparty shall deliver Share Termination Delivery Property or, at the then prevailing market priceelection of Counterparty, pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and 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. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Counterparty be required to deliver an aggregate number of Shares in connection with the Early Unwind in excess of 222,861 Shares, subject to adjustment from time to time as a result of actions of Counterparty or events within Counterparty’s control and in accordance with the provisions of this Confirmation and the Equity Definitions.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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.. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, X.X. Xxxxxx Securities LLC, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax to (000) 000 0000. Very truly yours,

Early Unwind. In the event the sale by Counterparty of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers for any reason, other than in cases involving a breach of initial purchasers pursuant to the Purchase Agreement for any reason by Dealer or its affiliate, or Counterparty fails to deliver to Dealer the opinions close of counsel as required pursuant to Section 9(a), business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateApril 27, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date April 27, 2007, or such later date 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 thereunder shall be cancelled and terminated and (ii) if the sale of Convertible Notes is not consummated with the initial purchasers for any reason other than as a result of breach of the Purchase Agreement by any initial purchaser, Counterparty shall pay to Dealer an amount in cash equal to the aggregate amount of costs and expenses relating to the unwinding of Dealer’s hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such hedging activities). Following such termination, cancellation and 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 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 then prevailing market price. Each of Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this Section 9(t), that upon an Early UnwindUnwind and following the payment referred to above, all obligations with respect to the Transaction shall be deemed fully and finally discharged. For the avoidance of doubt, this Section 9(k) shall become effective as of the Trade Date and shall remain in effect whether or not the Effective Date of the Transaction occurs.

Early Unwind. In the event the sale of the “Underwritten Securities” Convertible Notes (as defined or, in the Purchase Agreement (the “Purchase Agreement”) dated as respect of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and XxxxxxxGreenshoe Exercise, Sachs & Co. as representatives of the several Initial Purchasers party theretoAdditional Convertible Notes) is not consummated with the Initial Purchasers for any reasonreason by the close of business in New York on May 14, other than 2007 (or, in cases involving a breach respect of the Purchase Agreement by Dealer or its affiliateGreenshoe Exercise, or Counterparty fails to deliver to Dealer the opinions third Clearance System Business Day following the date of counsel as required pursuant to Section 9(athe Greenshoe Exercise (the "Additional Closing Date"), in each case by 5:00 p.m. ) (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties parties) (the Premium Payment Date May 14, 2007 or such later date as agreed upon being or, in respect of the “Greenshoe Exercise, the Additional Closing Date, the "Early Unwind Date”"), this Transaction (or, in respect of the Transaction Greenshoe Exercise, the Additional Options) shall automatically terminate (the “"Early Unwind”"), on the Early Unwind Date and (i) the Transaction (or, in respect of the Greenshoe Exercise, the Additional Options) and all of the respective rights and obligations of Dealer JPMorgan and Counterparty under the Transaction (or, in respect of the Greenshoe Exercise, the Additional Options) 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 (or, in respect of the Greenshoe Exercise, the Additional Options) either prior to or after the Early Unwind Date; provided that that, unless the sale of the Convertible Notes or the Additional Convertible Notes, as applicable, is not consummated due to a breach of the Purchase Agreement by the Initial Purchasers, Counterparty 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 commercially reasonable costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (or, in respect of the then prevailing market priceGreenshoe Exercise, the Additional Options) (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). Each The amount of Dealer any such reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. JPMorgan and 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 [“Underwritten Securities” Firm Securities”]9 [“Additional Securities”]10 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between April [23], 2020, among Counterparty and [Xxxxxxx Xxxxx & Co. LLC] and [X.X. Xxxxxx Securities Inc. and XxxxxxxLLC], Sachs & Co. as representatives of the several Initial Purchasers party thereto) thereto (the “Initial Purchasers”)), 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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 (x) the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers for any reasonreason by 12:00 p.m. London time on September 13, 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 5:00 p.m. 2017 (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties parties) or (y) the Premium Payment Date or Initial Purchasers have terminated the Purchase Agreement pursuant to Section 10 thereof (September 13, 2017, such later agreed date, or the date Dealer becomes aware that the Initial Purchasers have terminated the Purchase Agreement, as applicable, 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, unless the Early Unwind Date occurred as a result of 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 of more of its affiliates for the purpose of hedging the Transaction and reimburse Dealer for any costs or expenses (including, without duplication, market losses) relating to the unwinding of its hedging activities in connection with the Transaction at (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) less any gain for the then prevailing market priceDealer for the unwind of such hedging activity. Each Any such unwind must be performed by the Dealer in a commercially reasonable manner, it being understood that Dealer shall not increase its hedge positions after the Early Unwind Date. The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion and, upon request by Counterparty, documented to Counterparty in reasonable detail. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. Dealer and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Exchangeable Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the JPMorgan opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateApril 4, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date April 4, 2007 or such 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, 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 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 (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) if the then prevailing market pricefailure to consummate such transactions is the result of Counterparty’s or Parent’s breach of the Purchase Agreement. The amount of any such reimbursement shall be determined by JPMorgan in its reasonable good faith discretion. JPMorgan shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer JPMorgan and Counterparty represent represents and acknowledge 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business 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 5:00 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 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 (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 reimbursement shall be determined by MSIL in its sole good faith discretion. MSIL shall notify Counterparty of such amount, including reasonable detail regarding its determination of such amount, and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer MSIL and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers initial purchasers for any reason, other than reason by the close of business 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 5:00 p.m. (New York City time) on the Premium Payment DateAugust 13, 2012 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 13, 2012 or such 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 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, Counterparty shall purchase from reimburse Dealer on for reasonable costs or expenses (including market losses) relating to the Early Unwind Date all Shares purchased by Dealer unwinding of its, or one or more of its affiliates the Hedging Party’s, Hedging Activities in connection with the Transaction (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position) unless the sale of Convertible Bonds is not consummated with the initial purchasers as a result of breach of the Purchase Agreement by the initial purchasers (in which case no such reimbursement will be payable). The amount of any such reimbursement shall be determined by Dealer in good faith and in a commercially reasonable manner. Dealer shall notify Counterparty of such amount and Counterparty shall deliver Share Termination Delivery Property or, at the then prevailing market priceelection of Counterparty, pay such amount in immediately available funds on the Early Unwind Date. Each of Dealer and 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. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Counterparty be required to deliver an aggregate number of Shares in connection with the Early Unwind in excess of 1,931,467 Shares, subject to adjustment from time to time as a result of actions of Counterparty or events within Counterparty’s control and in accordance with the provisions of this Confirmation and the Equity Definitions.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Exchangeable Notes 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, reason or Counterparty fails to deliver to Dealer the JPMorgan opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateApril 2, 2007 (or such later date as agreed upon by the parties parties) (the Premium Payment Date April 2, 2007 or such 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, 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 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 sale is not consummated for any reason other than a default by any Initial Purchaser, the Counterparty 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 (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 reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer JPMorgan and Counterparty represent represents and acknowledge 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 [“Underwritten Firm]6 [“Additional]7 Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 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 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 then prevailing market priceprice Dealer or any such affiliate paid for such Shares. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten Firm Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, 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 Company fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a)‎9(a) of the Original Confirmation, in each case by 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 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 then prevailing market price. Each of Dealer and Counterparty represent Company represents and acknowledge 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes 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, reason or Counterparty fails to deliver to Dealer the Bank opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateApril 24, 2009 (or such later date as agreed upon by the parties (the Premium Payment Date parties, April 24, 2009 or such later 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 the breach of the Purchase Agreement by Dealer the Initial Purchasers, 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 (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 amount and Counterparty shall pay such amount in immediately available funds or deliver Shares on the then prevailing market priceEarly Unwind Date. Each of Dealer Bank and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers underwriters thereof for any reason, other than reason by the close of business 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 5:00 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 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 then prevailing market pricedate hereof and the unwind of such hedging activities. Each The amount payable by Counterparty shall be Citibank's (or its affiliates) actual cost of Dealer such Shares and unwind cost of such derivatives as Citibank informs Counterparty and shall be paid in immediately available funds on the Early Unwind Date. Citibank and Counterparty represent and 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 “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) Convertible Notes is not consummated with the Initial Purchasers Purchaser for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or its affiliate, reason or Counterparty fails to deliver to Dealer the JPMorgan opinions of counsel to Counterparty as required pursuant to Section 9(a), ) by the close of business in each case by 5:00 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 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 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 Counterparty to satisfy any condition to closing contained in Section 6 of the Purchase Agreement, Counterparty shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares Shares, if any, 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 (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 reimbursement shall be determined by JPMorgan in its sole good faith discretion. JPMorgan shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer JPMorgan and 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 [“Underwritten Securities” Firm Securities”]10 [“Additional Securities”]11 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of the Trade Date between May [_], 2024, among Counterparty and Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities Inc. LLC and XxxxxxxBofA Securities, Sachs & Co. Inc., as representatives of the several Initial Purchasers party thereto) thereto (the “Initial Purchasers”)), 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 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 then prevailing market price. Each of Dealer and Counterparty represent represents and acknowledge 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.