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 pursuant to Section 6(d)(ii) of the Agreement 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 (including, for the avoidance of doubt, any amount payable in connection with an Extraordinary Event), an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, X.X. Xxxxxx Securities Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax to (000) 000 0000. Very truly yours, X.X. Xxxxxx Securities Inc., as agent for JPMorgan Chase Bank, National Association By: Authorized Signatory Name: Accepted and confirmed as of the Trade Date: Take-Two Interactive Software, Inc. By: Authorized Signatory Name: 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

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 pursuant to Section 6(d)(ii) of the Agreement 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 (including, for the avoidance of doubt, any amount payable in connection with an Extraordinary Event)Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation GroupThe Royal Bank of Scotland plc, X.X. Xxxxxx c/o RBS Securities Inc., 000 Xxxx XxxxxxXxxxxxxxxx Xxxx., 00xx Xxxxx, Xxx XxxxXxxxxxxx, XX 00000-0000, Attn: Legal Department (Xxx Xxxxxxx), or by fax to to: (000) 000-0000, with copy to The Royal Bank of Scotland plc, c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Attn: Swap Administration, or by fax to: +00 (0) 00 0000 0000. Very truly yours, X.X. Xxxxxx THE ROYAL BANK OF SCOTLAND PLC By: RBS Securities Inc., as its agent for JPMorgan Chase Bank, National Association By: Authorized Signatory /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: Take-Two Interactive Software, Inc. Integra LifeSciences Holdings Corporation By: /s/ Xxxx Xxxxxxx Authorized Signatory Name: JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Xxxxxx 0000 Xxxxxxx Xxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX

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 pursuant to Section 6(d)(ii) of the Agreement 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 (including, for the avoidance of doubt, any amount payable in connection with an Extraordinary Event)Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation GroupXxxxx Fargo Securities, X.X. Xxxxxx Securities Inc.LLC, 000 Xxxx Xxxxx Xxxxxxx Xxxxxx, 00xx 0xx Xxxxx, Xxx XxxxXxxxxxxxx, XX 00000-0000, or by fax to Facsimile No.: (000) 000 000-0000, Telephone No.: (000) 000-0000, Attention: Equity Derivatives. Very truly yours, X.X. Xxxxxx Securities Inc.Xxxxx Fargo Bank, National Association By Xxxxx Fargo Securities, LLC, acting solely in its capacity as agent for JPMorgan Chase its Agent By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director Xxxxx Fargo Securities, LLC acting solely in its capacity as Agent of Xxxxx Fargo Bank, National Association By: Authorized Signatory /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: Take-Two Interactive Software, Inc. Integra LifeSciences Holdings Corporation By: /s/ Xxxx Xxxxxxx Authorized Signatory Name: JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Xxxxxx 0000 Xxxxxxx Xxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX

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 pursuant to Section 6(d)(ii) of the Agreement 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 (including, for the avoidance of doubt, any amount payable in connection with an Extraordinary Event)Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation GroupThe Royal Bank of Scotland pic, X.X. Xxxxxx c/o RBS Securities Inc., 000 Xxxx XxxxxxXxxxxxxxxx Xxxx., 00xx Xxxxx, Xxx XxxxXxxxxxxx, XX 00000-0000, Attn: Legal Department (Tarn Xxxxxxx), or by fax to to: (000) 000-0000, with copy to The Royal Bank of Scotland plc, c/o RBS Global Banking & Markets, 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX, Attn: Swap Administration, or by fax to: +00 (0) 00 0000 0000. Very truly yours, X.X. Xxxxxx THE ROYAL BANK OF SCOTLAND PLC By: RBS Securities Inc., as its agent for JPMorgan Chase Bank, National Association By: Authorized Signatory /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Managing Director Accepted and confirmed as of the Trade Date: Take-Two Interactive Software, Inc. 6/9/11 Integra Life Sciences Holdings Corporation By: /s/ Xxxx Xxxxxxx Authorized Signatory Name: JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Xxxxxx 0000 Xxxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX[RBS Bond Hedge Confirmation]