Common use of Early Unwind Clause in Contracts

Early Unwind. In the event the sale by Counterparty of the Convertible Notes is not consummated with the Underwriters pursuant to the Underwriting Agreement for any reason by the close of business in New York on May 19, 2009 (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) (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 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. 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 Dealer) correctly sets forth the terms of the agreement between Dealer 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 Credit Suisse Capital LLC, c/o Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. (000) 000-0000. Very truly yours, Credit Suisse Capital LLC By: /s/ Bik Xxxx Xxxxx Name: Bik Xxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Accepted and confirmed as of the Trade Date: Wyndham Worldwide Corporation By: /s/ Xxxxxxx X. Xxxxxx Authorized Signatory Name: Xxxxxxx X. Xxxxxx Chairman and Chief Executive Officer

Early Unwind. In the event the sale by Counterparty of the Convertible Notes “Option Securities” (as defined in the Underwriting Agreement) is not consummated with the Underwriters for any reason, or Counterparty fails to deliver to Bank opinions of counsel as required pursuant to the Underwriting Agreement for any reason Section 9(a), in each case by the close of business in 5:00 p.m. (New York City time) on May 19the Premium Payment Date, 2009 (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) parties (May 19, 2009 the Premium Payment Date 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 applicabledate, 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 Bank 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 either the other 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 that Counterparty shall purchase from Bank on the Early Unwind Date all Shares purchased by Bank or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Bank and Counterparty represents and acknowledges 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. 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 DealerBank) correctly sets forth the terms of the agreement between Dealer 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 Credit Suisse Capital LLC, c/o Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000Equity Derivatives Documentation Department, Facsimile No. (000) 000-00000000/83. Very truly yours, Credit Suisse Capital LLC Xxxxxxx, Xxxxx & Co. By: /s/ Bik Xxxx Xxxxx Xxxxxxx Sachs Authorized Signatory Name: Bik Xxxx Xxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Accepted and confirmed as of the Trade Date: Wyndham Worldwide Corporation NuVasive, Inc. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx Authorized Signatory Name: Xxxxxxx X. Xxxxxx Chairman and Chief Executive OfficerXxxxxxx

Early Unwind. In the event the sale by Counterparty of Convertible Notes (or, in respect of the Greenshoe Exercise, the Additional Convertible Notes Notes) is not consummated with the Underwriters pursuant to the Underwriting Agreement initial purchasers for any reason by the close of business in New York on May 1914, 2009 2007 (or, in respect of the Greenshoe Exercise, the third Clearance System Business Day following the date of the Greenshoe Exercise (the "ADDITIONAL CLOSING DATE")) (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) (May 1914, 2009 2007 or such later date date, if any, as agreed upon being the “Closing Date”), or, with in 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 Greenshoe Exercise, the Additional Closing Date, as applicable, the “Early Unwind "EARLY UNWIND Date”"), the this Transaction (or, with in respect to any Additional Convertible Notesof the Greenshoe Exercise, the Additional OptionsWarrants) shall automatically terminate (the “Early Unwind”"EARLY UNWIND"), on the Early Unwind Date and (i) the Transaction (or, with in respect to any Additional Convertible Notesof the Greenshoe Exercise, the Additional OptionsWarrants) and all of the respective rights and obligations of Dealer JPMorgan and Counterparty Company under the Transaction or (or, in respect of the Greenshoe Exercise, the Additional Options, as applicable, Warrants) 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 either the other party arising out of and to be performed in connection with the Transaction or (or, in respect of the Greenshoe Exercise, the Additional Options, as applicable, Warrants) either prior to or after the Early Unwind Date. Counterparty hereby agrees (a) ; PROVIDED that Company, unless the sale of the Convertible Notes or the Additional Convertible Notes, as applicable, is not consummated due to check this Confirmation carefully a breach of the Purchase Agreement by the Initial Purchasers, shall purchase from JPMorgan on the Early Unwind Date all Shares purchased by JPMorgan or one or more of its affiliates and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) shall, notwithstanding anything to confirm that the foregoing (contrary in the exact form provided by DealerEquity Definitions, reimburse JPMorgan for any commercially reasonable costs or expenses (including market losses) correctly sets forth relating to the terms unwinding of its hedging activities in connection with the Transaction (or, in respect of the agreement between Dealer Greenshoe Exercise, the Additional Warrants) (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 Counterparty Company shall pay such amount in immediately available funds on the Early Unwind Date. JPMorgan and Company represent and acknowledge to the other that, subject to the proviso included in this Section, upon an Early Unwind, all obligations with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms Transaction shall be deemed fully and providing the other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLC, c/o Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. (000) 000-0000. Very truly yours, Credit Suisse Capital LLC By: /s/ Bik Xxxx Xxxxx Name: Bik Xxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Accepted and confirmed as of the Trade Date: Wyndham Worldwide Corporation By: /s/ Xxxxxxx X. Xxxxxx Authorized Signatory Name: Xxxxxxx X. Xxxxxx Chairman and Chief Executive Officerfinally discharged.

Early Unwind. In the event the sale by Counterparty of Convertible Notes (or, in respect of the Greenshoe Exercise, the Additional Convertible Notes Notes) is not consummated with the Underwriters pursuant to the Underwriting Agreement Initial Purchasers for any reason by the close of business in New York on May 1914, 2009 2007 (or, in respect of the Greenshoe Exercise, the third Clearance System Business Day following the date of the Greenshoe Exercise (the "Additional Closing Date")) (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) (May 1914, 2009 2007 or such later date as agreed upon being the “Closing Date”), or, with in 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 Greenshoe Exercise, the Additional Closing Date, as applicable, the “"Early Unwind Date”"), the this Transaction (or, with in respect to any Additional Convertible Notesof the Greenshoe Exercise, the Additional Options) shall automatically terminate (the “"Early Unwind”"), on the Early Unwind Date and (i) the Transaction (or, with in respect to any Additional Convertible Notesof the Greenshoe Exercise, the Additional Options) and all of the respective rights and obligations of Dealer Citibank and Counterparty under the Transaction or (or, in respect of the Greenshoe Exercise, 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 either the other party arising out of and to be performed in connection with the Transaction or (or, in respect of the Greenshoe Exercise, the Additional Options, as applicable, ) either prior to or after the Early Unwind Date. 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 ; provided that, unless the foregoing (in the exact form provided by Dealer) correctly sets forth the terms sale of the agreement between Dealer 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 Citibank on the Early Unwind Date all Shares purchased by Citibank or one or more of its affiliates and reimburse Citibank for any commercially reasonable costs or expenses (including market losses) relating to the unwinding of its hedging activities in connection with the Transaction (or, in respect of the Greenshoe 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). The amount of any such reimbursement shall be determined by Citibank in its sole good faith discretion. Citibank shall notify Counterparty of such amount and Counterparty shall pay such amount 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 paragraph, upon an Early Unwind, all obligations with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms Transaction shall be deemed fully and providing the other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLC, c/o Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. (000) 000-0000. Very truly yours, Credit Suisse Capital LLC By: /s/ Bik Xxxx Xxxxx Name: Bik Xxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Accepted and confirmed as of the Trade Date: Wyndham Worldwide Corporation By: /s/ Xxxxxxx X. Xxxxxx Authorized Signatory Name: Xxxxxxx X. Xxxxxx Chairman and Chief Executive Officerfinally discharged.

Early Unwind. In the event the sale by Counterparty of the Convertible Notes is not consummated with the Underwriters pursuant to the Underwriting Agreement for any reason by the close of business in New York on May 19, 2009 (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) (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 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. Counterparty hereby agrees (a) to check this Confirmation carefully and immediately promptly 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 Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty us with respect to the Transactionparticular Transaction to which this Confirmation relates, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the any other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLCConfirmation Unit via 000-000-0000. Hard copies should be returned to Citibank, c/o Credit Suisse Securities (USA) LLCN.A., 00 Xxxxxxx 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000-0000, Facsimile No. (000) 000-0000Attention: Confirmation Unit. Very truly yours, Credit Suisse Capital LLC Citibank, N.A. By: /s/ Bik Xxxx Xxxxx X. Xxxxxx Authorized Signatory Name: Bik Xxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory X. Xxxxxx Accepted and confirmed as of the Trade Date: Wyndham Worldwide Corporation By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxx Authorized Signatory Name: Xxxxxxx Xxxxxxxx X. Xxxxxx Chairman Executive Vice President and Chief Executive Financial Officer

Early Unwind. In the event the sale by Counterparty of the Convertible Notes ["Firm]13 ["Additional]14 Securities" (as defined in the Purchase Agreement) is not consummated with the Underwriters Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to the Underwriting Agreement for any reason Section 7(a), in each case by the close of business in 5:00 p.m. (New York City time) on May 19the Premium Payment Date, 2009 (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) parties (May 19, 2009 the Premium Payment Date 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 applicabledate, 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 either the other 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 that Counterparty hereby agrees shall elect (ai) to check 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 Confirmation carefully 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 immediately upon receipt so 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 errors if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or discrepancies can be promptly identified the procedures and rectified documentation for the registered offering referred to above, then 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 (b) to confirm it being understood and agreed that the foregoing sale price for such Existing Hedge Shares and such Make-whole Unwind Shares pursuant to this clause (in ii) shall reflect a commercially reasonable liquidity discount from the exact form provided by Dealer) correctly sets forth the terms public market price of the agreement between 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 represents and acknowledges to the other that, subject to the proviso included in this Section 7(u), upon an Early Unwind, all obligations with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms Transaction shall be deemed fully and providing the other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLC, c/o Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. (000) 000-0000. Very truly yours, Credit Suisse Capital LLC By: /s/ Bik Xxxx Xxxxx Name: Bik Xxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Accepted and confirmed as of the Trade Date: Wyndham Worldwide Corporation By: /s/ Xxxxxxx X. Xxxxxx Authorized Signatory Name: Xxxxxxx X. Xxxxxx Chairman and Chief Executive Officerfinally discharged.

Early Unwind. In the event the sale by Counterparty of the Convertible Notes is not consummated with the Underwriters pursuant to the Underwriting Agreement underwriter thereof for any reason by the close of business in New York on May 19September 29, 2009 (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) (May 19September 29, 2009 or such later date as agreed upon 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 (ia) the Transaction (or, with respect to any Additional Convertible Notes, the Additional Options) and all of the respective rights and obligations of Dealer Wachovia and Counterparty under the Transaction or the Additional Options, as applicable, shall be cancelled and terminated and (iib) 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 either the other 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 that Counterparty shall reimburse the cost of and, without duplication, losses arising out of all derivatives and other hedging activities entered into, and all purchases and dispositions of Shares, by Wachovia or one or more of its affiliates, in each case, in connection with hedging of the Transaction and the unwind of such hedging activities; provided further that Counterparty’s reimbursement obligation pursuant to the immediately preceding proviso shall not apply to the extent the Early Unwind Date occurred as the result of a breach of the Purchase Agreement by Wachovia. The amount payable by Counterparty hereby agrees shall be Wachovia’s (aor its affiliates) actual costs and losses related to check this Confirmation carefully such Shares and unwind costs of such derivatives and other hedging activities as Wachovia informs Counterparty and, subject to Counterparty’s right to elect settlement by delivery of Shares (the “Unwind Shares”) pursuant to the “Private Placement Procedures” above, shall be paid in immediately upon receipt so that errors or discrepancies can be promptly identified available funds on the Early Unwind Date. Wachovia and rectified Counterparty represent and (b) acknowledge to confirm that the foregoing (other that, subject to the proviso included in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty second preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms Transaction shall be deemed fully and providing the other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLC, c/o Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile Nofinally discharged. (000) 000-0000. Very truly yours, Credit Suisse Capital LLC ByGoverning law: /s/ Bik Xxxx Xxxxx Name: Bik Xxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Accepted and confirmed as The law of the Trade Date: Wyndham Worldwide Corporation By: /s/ Xxxxxxx X. Xxxxxx Authorized Signatory Name: Xxxxxxx X. Xxxxxx Chairman and Chief Executive OfficerState of New York.

Early Unwind. In the event the sale by Counterparty of Convertible Notes (or, in respect of the Greenshoe Exercise, the Additional Convertible Notes Notes) is not consummated with the Underwriters pursuant to the Underwriting Agreement initial purchasers for any reason by the close of business in New York on May 1914, 2009 2007 (or, in respect of the Greenshoe Exercise, the third Clearance System Business Day following the date of the Greenshoe Exercise (the "Additional Closing Date")) (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) (May 1914, 2009 2007 or such later date date, if any, as agreed upon being the “Closing Date”), or, with in 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 Greenshoe Exercise, the Additional Closing Date, as applicable, the “"Early Unwind Date”"), the this Transaction (or, with in respect to any Additional Convertible Notesof the Greenshoe Exercise, the Additional OptionsWarrants) shall automatically terminate (the “"Early Unwind”"), on the Early Unwind Date and (i) the Transaction (or, with in respect to any Additional Convertible Notesof the Greenshoe Exercise, the Additional OptionsWarrants) and all of the respective rights and obligations of Dealer Citibank and Counterparty Company under the Transaction or (or, in respect of the Greenshoe Exercise, the Additional Options, as applicable, Warrants) 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 either the other party arising out of and to be performed in connection with the Transaction or (or, in respect of the Greenshoe Exercise, the Additional Options, as applicable, Warrants) either prior to or after the Early Unwind Date. Counterparty hereby agrees (a) ; provided that Company, unless the sale of the Convertible Notes or the Additional Convertible Notes, as applicable, is not consummated due to check this Confirmation carefully a breach of the Purchase Agreement by the Initial Purchasers, shall purchase from Citibank on the Early Unwind Date all Shares purchased by Citibank or one or more of its affiliates and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) shall, notwithstanding anything to confirm that the foregoing (contrary in the exact form provided by DealerEquity Definitions, reimburse Citibank for any commercially reasonable costs or expenses (including market losses) correctly sets forth relating to the terms unwinding of its hedging activities in connection with the Transaction (or, in respect of the agreement between Dealer Greenshoe Exercise, the Additional Warrants) (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 Citibank in its sole good faith discretion. Citibank shall notify Company of such amount and Counterparty Company shall pay such amount in immediately available funds on the Early Unwind Date. Citibank and Company represent and acknowledge to the other that, subject to the proviso included in this Section, upon an Early Unwind, all obligations with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms Transaction shall be deemed fully and providing the other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLC, c/o Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. (000) 000-0000. Very truly yours, Credit Suisse Capital LLC By: /s/ Bik Xxxx Xxxxx Name: Bik Xxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Accepted and confirmed as of the Trade Date: Wyndham Worldwide Corporation By: /s/ Xxxxxxx X. Xxxxxx Authorized Signatory Name: Xxxxxxx X. Xxxxxx Chairman and Chief Executive Officerfinally discharged.

Early Unwind. (i) In the event the sale by Counterparty of the Convertible Notes is not consummated with the Underwriters pursuant to the Underwriting Agreement Initial Purchaser for any reason or Counterparty fails to deliver to Dealer opinions of counsel to Counterparty as required pursuant to Section 9(a) by the close of business in New York on May 19, 2009 the Premium Payment Date (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) (May 19, 2009 the Premium Payment Date or such later date as agreed upon 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 this Transaction (or, with respect to any Additional Convertible Notes, the Additional Options) 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 (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 either the JPMorgan Chase Bank, National Association Organised under the laws 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 other 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. Counterparty hereby agrees (a) ; provided that, except 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 extent the exact form provided by Dealer) correctly sets forth the terms Early Unwind Date occurred as a result of the agreement between 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 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). The amount of any such reimbursement shall be 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, upon an Early Unwind, all obligations with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms Transaction shall be deemed fully and providing the other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLC, c/o Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. (000) 000-0000. Very truly yours, Credit Suisse Capital LLC By: /s/ Bik Xxxx Xxxxx Name: Bik Xxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Accepted and confirmed as of the Trade Date: Wyndham Worldwide Corporation By: /s/ Xxxxxxx X. Xxxxxx Authorized Signatory Name: Xxxxxxx X. Xxxxxx Chairman and Chief Executive Officerfinally discharged.

Early Unwind. In the event the sale by Counterparty of Convertible Notes (or, in respect of the Greenshoe Exercise, the Additional Convertible Notes Notes) is not consummated with the Underwriters pursuant to the Underwriting Agreement Initial Purchasers for any reason by the close of business in New York on May 1914, 2009 2007 (or, in respect of the Greenshoe Exercise, the third Clearance System Business Day following the date of the Greenshoe Exercise (the "Additional Closing Date")) (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) (May 1914, 2009 2007 or such later date as agreed upon being the “Closing Date”), or, with in 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 Greenshoe Exercise, the Additional Closing Date, as applicable, the “"Early Unwind Date”"), the this Transaction (or, with in respect to any Additional Convertible Notesof the Greenshoe Exercise, the Additional Options) shall automatically terminate (the “"Early Unwind”"), on the Early Unwind Date and (i) the Transaction (or, with in respect to any Additional Convertible Notesof the Greenshoe Exercise, the Additional Options) and all of the respective rights and obligations of Dealer JPMorgan and Counterparty under the Transaction or (or, in respect of the Greenshoe Exercise, 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 either the other party arising out of and to be performed in connection with the Transaction or (or, in respect of the Greenshoe Exercise, the Additional Options, as applicable, ) either prior to or after the Early Unwind Date. 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 ; provided that, unless the foregoing (in the exact form provided by Dealer) correctly sets forth the terms sale of the agreement between Dealer 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 JPMorgan on the Early Unwind Date all Shares purchased by 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 (or, in respect of the Greenshoe 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). 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 Early Unwind Date. JPMorgan and Counterparty represent and acknowledge to the other that, subject to the proviso included in this paragraph, upon an Early Unwind, all obligations with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms Transaction shall be deemed fully and providing the other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLC, c/o Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. (000) 000-0000. Very truly yours, Credit Suisse Capital LLC By: /s/ Bik Xxxx Xxxxx Name: Bik Xxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Accepted and confirmed as of the Trade Date: Wyndham Worldwide Corporation By: /s/ Xxxxxxx X. Xxxxxx Authorized Signatory Name: Xxxxxxx X. Xxxxxx Chairman and Chief Executive Officerfinally discharged.

Early Unwind. In the event the sale by Counterparty of the Convertible Notes is not consummated with the Underwriters pursuant to the Underwriting Agreement for any reason by the close of business in New York on May 19, 2009 (or such later date as agreed upon by the parties, which in no event shall be later than May 22, 2009) (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 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. 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 Please confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the our agreement between Dealer and Counterparty with respect to the Transaction, by manually signing executing this Confirmation or this page hereof as evidence of agreement and returning it to such terms and providing the other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLCEDG Confirmation Group, c/o Credit Suisse X.X. Xxxxxx Securities (USA) LLCInc., 00 Xxxxxxx 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, Facsimile No. or by fax to (000) 000-000 0000. Very truly yours, Credit Suisse Capital LLC By: /s/ Bik Xxxx Xxxxx Name: Bik Xxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC, as Agent By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Accepted and confirmed as of the Trade Date: Wyndham Worldwide Corporation By: /s/ Xxxxxxx X. Xxxxxx Authorized Signatory Name: Xxxxxxx X. Xxxxxx Chairman and Chief Executive Officer,