Unwind Documents. This Agreement and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to ​, shall have been executed and delivered to ​.

Early Unwind. In the event the sale by ​ of the [Base Convertible Securities]53[Optional Convertible Securities]54 is not consummated pursuant to the Purchase Agreement for any reason by the close of business in New York on ​, 202355 (or such later date as agreed upon by the parties) (​, 2023 or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and the Transaction and all of the respective rights and obligations of ​ and ​ hereunder shall be cancelled and terminated. Following such termination and 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 either party arising out of, and to be performed in connection with, the Transaction either prior to or after the Early Unwind Date. ​ and ​ represent and acknowledge to the other that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Borrowing Base Property Dispositions and Borrowing Base Hedge Unwinds. Upon the occurrence of any Borrowing Base Property Disposition or any Borrowing Base Hedge Unwind, the Borrowing Base shall be immediately reduced by an amount equal to # the Borrowing Base Value of the Borrowing Base Properties that are subject to such Borrowing Base Property Disposition or # the Borrowing Base Hedge Unwind Value with respect to such Borrowing Base Hedge Unwind, as applicable; provided, however, that, so long as no Borrowing Base Deficiency exists immediately prior to such Borrowing Base Property Disposition or Borrowing Base Hedge Unwind, as applicable, such reduction in the Borrowing Base shall not occur unless and until any of the following shall result therefrom:

in the case of any such Borrowing Base Hedge Unwind, the aggregate Borrowing Base Hedge Unwind Value with respect to all Borrowing Base Hedge Unwinds effected since the most recent Scheduled Redetermination Date equals or exceeds five percent (5%) of the total amount of the Borrowing Base then in effect.

“Borrowing Base Hedge Unwind Value” means, with respect to any Borrowing Base Hedge Unwind, the value (as determined by the Administrative Agent in its sole discretion, which determination may be made in consultation with the Required Lenders) attributed to the hedge positions that were assigned, sold, early terminated or unwound or for which an off-setting position was created pursuant to such Borrowing Base Hedge Unwind, after taking into account any other Swap Agreements executed substantially contemporaneously with the taking of such action, for purposes of determining the then current Borrowing Base.

the Company and the Subsidiaries may unwind Hedging Agreements in accordance with the terms thereof;

the Loan Parties may terminate or unwind any Hedging Agreement in accordance with its terms;

Documents. "Documents" shall mean all original written, recorded, or graphic matters whatsoever, and any and all copies thereof, including, but not limited to: papers; books; records; tangible things; correspondence; communications; telex messages; memoranda; work-papers; reports; affidavits; statements; summaries; analyses; evaluations; client records and information; agreements; agendas; advertisements; instructions; charges; manuals; brochures; publications; directories; industry lists; schedules; price lists; client lists; statistical records; training manuals; computer printouts; books of account, records and invoices reflecting business operations; all things similar to any of the foregoing however denominated. In all cases where originals are not available, the term "Documents" shall also mean identical copies of original documents or non-identical copies thereof.

Documents. The Administrative Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance:

Transaction Documents. Any Transaction Document or any material term thereof shall cease to be, or be asserted by Borrower or a Guarantor not to be, a legal, valid and binding obligation of Borrower or such Guarantor enforceable in accordance with its terms or if, after Agent has properly filed financing statements and obtained control agreements, the Liens of Agent in the Collateral shall cease to be or shall not be valid, perfected Liens subject only to Permitted Liens or any other party to any subordination or intercreditor agreements entered into by ​ or Borrower shall assert that such Liens are not valid, perfected Liens or shall assert that the terms of subordination are not valid; or