Common use of Payment by Counterparty Clause in Contracts

Payment by Counterparty. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 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 Xxxx Xxxxxxxx, Facsimile No. 000-000-0000. Yours faithfully, BANK OF AMERICA, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: SHUTTERFLY, INC. By: /s/ Xxxxx X. Xxxxx Authorized Signatory Name: Xxxxx X. Xxxxx

Payment by Counterparty. In the event that that, following payment of the Premium, (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 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 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 Xxxx XxxxxxxxDealer. Very truly yours, Facsimile No. 000-000-0000. Yours faithfullyX.X. Xxxxxx Securities LLC, BANK OF AMERICAas agent for JPMorgan Chase Bank, N.A. National Association By: /s/ Xxxxxxx Xxxxxxxxxxx X. Xxxxxxxx Authorized Signatory Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: SHUTTERFLY, INC. Avaya Holdings Corp. By: /s/ Xxxxx X. Xxxxx Xxxxxxx Xxxx Authorized Signatory Name: Xxxxx X. XxxxxXxxxxxx Xxxx

Payment by Counterparty. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 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 Xxxx Xxxxx Xxxxxxxx, Facsimile No. 000-000-0000. Yours faithfullyVery truly yours, BANK OF AMERICABank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Authorized Signatory Name: Xxxxxxxxxxx X. Xxxxxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: SHUTTERFLYTower Group, INC. Inc. By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxxxxxxxxxx Authorized Signatory Name: Xxxxx X. XxxxxSignatory

Payment by Counterparty. In the event that (ia) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer Bank an amount calculated under Section 6(e) of the Agreement, or (iib) Counterparty owes to DealerBank, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 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 Xxxx XxxxxxxxEquity Derivatives Documentation Department, Facsimile No. (000) 000-000-00000000/83. Yours faithfullyVery truly yours, BANK OF AMERICAGxxxxxx, N.A. Sxxxx & Co. By: /s/ Xxxxxxxxxxx Dxxxx X. Xxxxxxxx Xxxxxxxxxx Authorized Signatory Name: Xxxxxxxxxxx Dxxxx X. Xxxxxxxx Title: Managing Director Xxxxxxxxxx Accepted and confirmed as of the Trade Date: SHUTTERFLYNuVasive, INC. Inc. By: /s/ Xxxxx Axxxxx X. Xxxxx Xxxxxxxx Authorized Signatory Name: Xxxxx Axxxxx X. XxxxxXxxxxxxx

Payment by Counterparty. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 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 by facsimile to Xxxx Xxxxxxxx000-000-0000 (Attention: Equity Division Documentation Unit, Facsimile No. by telephone contact 000-000-0000). Yours faithfullyVery truly yours, BANK OF AMERICAWachovia Capital Markets, N.A. LLC, acting solely in its capacity as Agent of Wachovia Bank, National Association By: /s/ Xxxxxxxxxxx X. Xxxx Xxxxxx Xxxxxxxx Authorized Signatory Name: Xxxxxxxxxxx X. Xxxx Xxxxxx Xxxxxxxx TitleSenior Vice President Wachovia Bank, National Association, by Wachovia Capital Markets, LLC, acting solely in its capacity as Agent By: Managing Director /s/ Xxxx Xxxxxx Xxxxxxxx Authorized Signatory Name: Xxxx Xxxxxx Xxxxxxxx Senior Vice President Accepted and confirmed as of the Trade Date: SHUTTERFLYExterran Holdings, INC. Inc. By: /s/ Xxxxx X. Xxxxx J. Xxxxxxx Xxxxxxxx Authorized Signatory Name: Xxxxx X. XxxxxJ. Xxxxxxx Xxxxxxxx

Payment by Counterparty. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 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 by signing and Counterparty with respect to the Transaction, by manually signing returning 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 Xxxx Xxxxxxxx, Facsimile No. 000-000-0000Confirmation. Yours faithfully, BANK OF AMERICA, N.A. CREDIT SUISSE INTERNATIONAL By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Xxxx Xxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Xxxx Xxxx Title: Managing Director Authorized Signatory By: /s/ Xxxxx X. Imperllizeri Name: Xxxxx X. Imperllizeri Title: Authorized Signatory CREDIT SUISSE AG, NEW YORK BRANCH, AS AGENT FOR CREDIT SUISSE INTERNATIONAL By: /s/ Xxxxx X. Imperllizeri Name: Xxxxx X. Imperllizeri Title: Authorized Signatory By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President Accepted and confirmed as of the Trade Date: SHUTTERFLY, INC. By: /s/ Xxxxx X. Xxxxx Authorized Signatory Name: Xxxxx X. Xxxxx

Payment by Counterparty. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 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 by signing and Counterparty with respect to the Transaction, by manually signing returning 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 Xxxx Xxxxxxxx, Facsimile No. 000-000-0000Confirmation. Yours faithfully, BANK OF AMERICA, N.A. CREDIT SUISSE INTERNATIONAL By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Bik Xxxx Xxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx Bik Xxxx Xxxxx Title: Managing Director Authorized Signatory By: /s/ Xxxxx X. Imperllizeri Name: Xxxxx X. Imperllizeri Title: Authorized Signatory CREDIT SUISSE AG, NEW YORK BRANCH, AS AGENT FOR CREDIT SUISSE INTERNATIONAL By: /s/ Xxxxx X. Imperllizeri Name: Xxxxx X. Imperllizeri Title: Authorized Signatory By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President Accepted and confirmed as of the Trade Date: SHUTTERFLY, INC. By: /s/ Xxxxx X. Xxxxx Authorized Signatory Name: Xxxxx X. Xxxxx

Payment by Counterparty. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 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 Xxxx Xxxxxxxx, Bank of America, N.A., Facsimile No. (000-) 000-0000. Yours faithfullyVery truly yours, BANK OF AMERICABank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Authorized Signatory Name: Xxxxxxxxxxx X. Xxxxxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: SHUTTERFLYExterran Holdings, INC. Inc. By: /s/ Xxxxx X. Xxxxx J. Xxxxxxx Xxxxxxxx Authorized Signatory Name: Xxxxx X. XxxxxJ. Xxxxxxx Xxxxxxxx

Payment by Counterparty. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 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 Xxxx Xxxxx Xxxxxxxx, Facsimile No. 000-000-0000. Yours faithfullyVery truly yours, BANK OF AMERICABank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxx Authorized Signatory Name: Xxxxxxxxxxx X. Xxxxxxxx Title: Managing Director Xxxxxxx Xxxx Accepted and confirmed as of the Trade Date: SHUTTERFLYTower Group, INC. Inc. By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxxxxxxxxxx Authorized Signatory Name: Xxxxx Xxxxxxx X. XxxxxXxxxxxxxxxxx

Payment by Counterparty. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 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 by facsimile to Xxxx Xxxxxxxx000-000-0000 (Attention: Equity Division Documentation Unit, Facsimile No. by telephone contact 000-000-0000). Yours faithfullyXXXXX FARGO SECURITIES, BANK OF AMERICALLC, N.A. acting solely in its capacity as Agent of Wachovia Bank, National Association By: /s/ Xxxxxxxxxxx X. Xxxxxxxx /S/ XXXX XXXXXX XXXXXXX Authorized Signatory Name: Xxxxxxxxxxx X. Xxxxxxxx TitleXxxx Xxxxxx Xxxxxxx WACHOVIA BANK NATIONAL ASSOCIATION, by Xxxxx Fargo Securities, LLC, acting solely in its capacity as Agent By: Managing Director /S/ XXXX XXXXXX XXXXXXX Authorized Signatory Name: Xxxx Xxxxxx Xxxxxxx Accepted and confirmed as of the Trade Date: SHUTTERFLY, AVIS BUDGET GROUP,INC. By: /s/ Xxxxx /S/ XXXXX X. Xxxxx XXXXXXX Authorized Signatory Name: Xxxxx X. XxxxxSignatory