The term of this Agreement (the “ Term ”) shall begin on the Effective Date and shall continue until the earlier of (a) the tenth anniversary of the Effective Date or (b) dissolution of Carbon Appalachian Company, LLC, a Delaware limited liability company and parent of Carbon TN Mining Co; provided , however , that this Agreement shall earlier terminate (x) upon the mutual consent of the parties hereto or (y) after (i) twenty (20) Carry Wells have been drilled, whether completed Through the Tanks or plugged and abandoned, (ii) Carbon TN Mining Co has paid (A) an aggregate amount of Carry Costs equal to the Aggregate Carry Cap or (B) the Shortfall Carry Payment Amount or (iii) if the fourth Initial Carry Well has been approved pursuant to Section 2.2(b) and Carbon TN Mining Co has become required to effect a Partial Reassignment pursuant to Section 2.4(d), upon such Partial Reassignment; provided further , however , that any outstanding assignment obligations of either party pursuant to this Agreement shall survive any such termination.