Common use of Early Unwind Clause in Contracts

Early Unwind. In the event (i) the sale of the “Option Securities” (as defined in the Underwriting Agreement (the “Underwriting Agreement”), dated as of June 7, 2016, between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the Underwriters party thereto (the “Underwriters”)) is not consummated with the Underwriters for any reason, or Company fails to deliver to Dealer 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 (x) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (y) 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, as the case may be. Each of Dealer and Company represents and acknowledges to the other that, 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 “Option Underwritten Securities” (as defined in the Underwriting Agreement (the “Underwriting Agreement”), dated as of June 7, 2016, between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the Underwriters party thereto (the “Underwriters”)) is not consummated with the Underwriters for any reason, or Company fails to deliver to Dealer 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 (x) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (y) 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, as the case may be. Each of Dealer and Company represents and acknowledges to the other that, 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 “Option Securities” (as defined in the Underwriting Agreement (the “Underwriting Purchase Agreement”), dated as of June 7January 17, 20162018, between among Company and X.X. Xxxxxxx Lynch, Pierce, Xxxxxx Securities LLC & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC, as representatives of the Underwriters Initial Purchasers party thereto (the “UnderwritersInitial Purchasers”)) , is not consummated with the Underwriters Initial Purchasers for any reason, or Company fails to deliver to Dealer 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 (xi) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (yii) 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, as the case may be. Each of Dealer and Company represents and acknowledges to the other that, that 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 “Option SecuritiesPurchased Notes” (as defined in the Underwriting Purchase Agreement (the “Underwriting Agreement”), dated as of June 7January 9, 20162017 between Counterparty, between Company Parent and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, Citigroup Global Markets Inc. as representatives representative of the Underwriters Initial Purchasers party thereto (the “UnderwritersInitial Purchasers”) (the “Purchase Agreement”)) is not consummated with the Underwriters Initial Purchasers for any reason, or Company either Counterparty or Parent fails to deliver to Dealer opinions opinion(s) of counsel as required pursuant to Section 9(a9.(a), in each case by 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 (xi) the Transaction and all of the respective rights and obligations of Dealer Dealer, Counterparty and Company Parent under the Transaction shall be cancelled and terminated and (yii) 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 Premium Payment Date, as one or more of its affiliates in connection with the case may beTransaction at the then prevailing market price. Each of Dealer Dealer, Counterparty and Company Parent represents and acknowledges to the other parties that, subject to the proviso included in this Section 9.(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event (i) that the sale of the “Option Underwritten Securities” (as defined in the Underwriting Purchase Agreement (the “Underwriting Purchase Agreement”), dated as of June 7September 16, 20162010, between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives representative of the Underwriters Initial Purchasers party thereto (the “UnderwritersInitial Purchasers”)) is not consummated with the Underwriters Initial Purchasers for any reason, or Company fails to deliver to Dealer 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, then the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date or Premium Payment Date, as the case may be, and (xA) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (yB) 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 Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or Premium Payment Date, as one or more of its affiliates in connection with the case may beTransaction at the then prevailing market price. Each of Dealer and Company represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event (i) the sale of the “Option Initial Securities” (as defined in the Underwriting Agreement (the “Underwriting Purchase Agreement”), dated as of June 7January 17, 20162018, between among Company and X.X. Xxxxxxx Lynch, Pierce, Xxxxxx Securities LLC & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC, as representatives of the Underwriters Initial Purchasers party thereto (the “UnderwritersInitial Purchasers”)) , is not consummated with the Underwriters Initial Purchasers for any reason, or Company fails to deliver to Dealer 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 (xi) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (yii) 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, as the case may be. Each of Dealer and Company represents and acknowledges to the other that, that 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 “Option Underwritten Securities” (as defined in the Underwriting Purchase Agreement (the “Underwriting Agreement”), dated as of June 7October 6, 20162022, between Company and X.X. among J.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives representative of the Underwriters Initial Purchasers party thereto (the “UnderwritersInitial Purchasers”), the guarantors party thereto and Company) is not consummated with the Underwriters Initial Purchasers for any reason, or Company fails to deliver to Dealer 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 (x) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (y) 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, as the case may be. Each of Dealer and Company represents and acknowledges to the other that, 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 “Option Securities” (as defined in the Underwriting Agreement (the “Underwriting Agreement”), dated as of June 7April 1, 20162020, between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the Underwriters sole Underwriter party thereto (the “UnderwritersUnderwriter”)) is not consummated with the Underwriters Underwriter for any reason, or Company fails to deliver to Dealer 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 (x) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (y) 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, as the case may be. Each of Dealer and Company represents and acknowledges to the other that, 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 “Option Underwritten Securities” (as defined in the Underwriting Purchase Agreement (the “Underwriting Purchase Agreement”), ) dated as of June 7November 20, 2016, 2013 between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx Xxxxxxx, Sachs & Co. LLC, as representatives of the Underwriters party thereto several initial purchasers (the “UnderwritersInitial Purchasers”)) is not consummated with the Underwriters Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer 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”) 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 (xi) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (yii) 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, as the case may be. Each of Dealer and Company Counterparty represents and acknowledges to the other that, that 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 “Option Securities” (as defined in the Underwriting Agreement (the “Underwriting Agreement”), ) dated as of June 7, 2016, between Company Counterparty and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the Underwriters party thereto (the “Underwriters”)) is not consummated with the Underwriters for any reason, or Company Counterparty fails to deliver to Dealer 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”) or (ii) the Term Loan Agreement, dated October 24, 2014, by and between CompanyCounterparty, 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 (x) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (y) 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, as the case may be. Each of Dealer and Company Counterparty represents and acknowledges to the other that, 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 “Option Securities” (as defined in the Underwriting Agreement (the “Underwriting Agreement”), dated as of June 7April 1, 20162020, between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & &Co. LLC, as representatives of the Underwriters sole Underwriter party thereto (the “UnderwritersUnderwriter”)) is not consummated with the Underwriters Underwriter for any reason, or Company fails to deliver to Dealer 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 (x) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (y) 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, as the case may be. Each of Dealer and Company represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event (i) If the sale by the Issuer of the “Convertible Notes (or, if the Over-Allotment Option Securities” (as defined in is exercised, the Underwriting Agreement (the “Underwriting Agreement”), dated as of June 7, 2016, between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the Underwriters party thereto (the “Underwriters”)applicable Additional Notes) is not consummated with UBS Securities LLC pursuant to the Underwriters Underwriting Agreement for any reasonreason by the close of business in New York on July 16, or Company fails 2007 (or, with respect to deliver to Dealer opinions any Additional Notes, the date (the “Over-Allotment Closing Date”) of counsel as required the “additional time of sale” set forth in the notice of 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”) or ), then (iii) the Term Loan AgreementTransaction (or, 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 with respect to the Premium Payment Dateany Additional Notes, the Transaction Additional Warrants) shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date or Premium Payment Date, as the case may be, and ; (xii) the Transaction (or, with respect to any Additional Notes, the Additional Warrants) and all of the respective rights and obligations of the Dealer and Company 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 (y) 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 or Premium Payment Date, as the case may be. Each of The Dealer and Company represents the Issuer each represent and acknowledges acknowledge to the other that, 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 (i) the sale of the “Option [Initial] [Option] Securities” (as defined in the Underwriting Purchase Agreement (the “Underwriting Purchase Agreement”), dated as of June 7April 14, 20162020, between Company and X.X. Xxxxxx Securities LLC [ ], [ ] and Xxxxxx Xxxxxxx & Co. LLC[ ], as representatives of the Underwriters Initial Purchasers party thereto (the “UnderwritersInitial Purchasers”)) is not consummated with the Underwriters Initial Purchasers for any reason, or Company fails to deliver to Dealer 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 (xi) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (yii) 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 Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or Premium Payment Date, as one or more of its affiliates in connection with the case may beTransaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(w), 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 “Option Underwritten Securities” (as defined in the Underwriting Agreement (the “Underwriting Agreement”), dated as of June 7April 1, 20162020, between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & &Co. LLC, as representatives of the Underwriters sole Underwriter party thereto (the “UnderwritersUnderwriter”)) is not consummated with the Underwriters Underwriter for any reason, or Company fails to deliver to Dealer 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 (x) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (y) 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, as the case may be. Each of Dealer and Company represents and acknowledges to the other that, 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 “Option Underwritten Securities” (as defined in the Underwriting Agreement (the “Underwriting Agreement”), dated as of June 7April 1, 20162020, between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the Underwriters sole Underwriter party thereto (the “UnderwritersUnderwriter”)) is not consummated with the Underwriters Underwriter for any reason, or Company fails to deliver to Dealer 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 (x) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (y) 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, as the case may be. Each of Dealer and Company represents and acknowledges to the other that, 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 “Option Securities” (as defined in the Underwriting Purchase Agreement (the “Underwriting Agreement”), dated as of June 7October 6, 20162022, between Company and X.X. among J.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives representative of the Underwriters Initial Purchasers party thereto (the “UnderwritersInitial Purchasers”), the guarantors party thereto and Company) is not consummated with the Underwriters Initial Purchasers for any reason, or Company fails to deliver to Dealer 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 (x) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (y) 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, as the case may be. Each of Dealer and Company represents and acknowledges to the other that, 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 “Option Underwritten Securities” (as defined in the Underwriting Agreement (the “Underwriting Agreement”), ) dated as of June 7, 2016, between Company Counterparty and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the Underwriters party thereto (the “Underwriters”)) is not consummated with the Underwriters for any reason, or Company Counterparty fails to deliver to Dealer 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”) or (ii) the Term Loan Agreement, dated October 24, 2014, by and between CompanyCounterparty, 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 (x) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (y) 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, as the case may be. Each of Dealer and Company Counterparty represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.