Increased Cost of Hedging. Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer.
Increased Cost of Hedging. Applicable; provided that the Hedging Party shall use commercially reasonable efforts to avoid an Increased Cost of Hedging on terms reasonably acceptable to the Hedging Party (it being understood that such party need not take any action that does not meet the Avoidance Criteria).
Increased Cost of Hedging. Applicable; provided that Section 12.9(a)(vi) of the Equity Definitions is amended and restated in its entirety as follows: “(vi) “Increased Cost of Hedging” means that the Hedging Party would incur a materially increased (as compared with the circumstances that existed on the Trade Date) amount of tax, duty, expense or fee (other than brokerage commissions) (a “Hedging Cost”) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of its Hedge Position(s) or (B) realize, recover or remit the proceeds of its Hedge Position(s); provided that the Hedging Party shall use good faith efforts to avoid so incurring such a materially increased Hedging Cost on terms reasonably acceptable to the Hedging Party, so long as (i) the Hedging Party would not incur a materially increased cost (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position, or any increase in margin or capital requirements), as reasonably determined by the Hedging Party, in doing so (in each case, within the context of the Transaction), (ii) the Hedging Party would not violate any applicable law, rule, regulation or policy of the Hedging Party, as reasonably determined by the Hedging Party, in doing so, (iii) the Hedging Party would not suffer any penalty, injunction, non-financial burden, reputational harm or material adverse consequence, as reasonably determined by the Hedging Party, in doing so, (iv) the Hedging Party would not incur any material operational or administrative burden (in each case, within the context of the Transaction), as reasonably determined by the Hedging Party, in doing so and (v) the Hedging Party would not be required to enter into alternate Hedge Positions with any third party with whom it has no existing business relationship in respect of transactions similar to the Hedge Positions, or third parties who would not meet the internal credit limits or other risk-based requirements of the Hedging Party; provided further that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Hedging Party shall not be deemed an Increased Cost of Hedging;”. Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 basis points Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 0 basis points until July 1, 2022 and 25 basis points thereafter. Hedging Party: For all applicable Additional Disruption Even...
Increased Cost of Hedging. Applicable. Loss of Stock Borrow: Applicable; provided that Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words “at a rate equal to or less than the Maximum Stock Loan Rate” and replacing it with the words “at a Borrow Cost equal to or less than the Maximum Stock Loan Rate”.For purposes of Section 12.9 of the Equity Definitions, all references to “Hedging Shares” shall be deemed to be references to Dealer’s short position in respect of the Transaction. Borrow Cost: The cost to borrow the relevant Shares, as determined by the Calculation Agent in a commercially reasonable manner on the relevant date of determination. Such costs shall include (a) the spread below FED-FUNDS earned on collateral posted in connection with such borrowed Shares, net of any costs or fees, and (b) any stock loan borrow fee payable for such Shares, expressed as fixed rate per annum. Maximum Stock Loan Rate: 200 basis points. Increased Cost of Stock Borrow: Applicable; provided that (a) Section 12.9(a)(viii) of the Equity Definitions shall be amended by deleting “rate to borrow Shares” and replacing it with “Borrow Cost” and (b) Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before the phrase “(B)”, (ii) deleting subsection (C) in its entirety, (iii) replacing “either party” in the penultimate sentence with “the Hedging Party”, and (iv) replacing the word “rate” in clauses (X) and (Y) of the final sentence therein with the words “Borrow Cost”. Initial Stock Loan Rate: 25 basis points. FED FUNDS: For any day, the rate set forth for such day opposite the caption “Overnight Bank Funding Rate”, as such rate is displayed on the page “[OBFR01] <Index> <GO>” on the BLOOMBERG Professional Service, or any successor page; provided that if no rate appears for any day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used for such day. Hedging Party: Dealer or an affiliate of Dealer that is involved in the hedging of the Transaction for all applicable Additional Disruption Events. Hedge Positions: The definition of “Hedge Positions” in Section 13.2(b) of the Equity Definitions shall be amended by inserting the words “or an affiliate thereof” after the words “a party” in the third line. Determining Party: Dealer for all applicable Extraordinary Events and any Announcement Event. Acknowledgments: Non-Reliance: Applicable. Agreements and Acknowledgment...
Increased Cost of Hedging. Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer; provided that when making any determination or calculation as “Hedging Party” (but not, for the avoidance of doubt, the making of any election it is entitled to make as “Hedging Party”), Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if the Hedging Party were the Calculation Agent.
Increased Cost of Hedging. Not applicable; provided that, in the event Counterparty becomes, or is otherwise deemed to directly or indirectly control, a bank, insured depository institution or bank holding company for purposes of the Bank Holding Company Act of 1956, as amended, including pursuant to Section 163 of the WSTAA (as defined below), Increased Cost of Hedging shall be applicable. Hedging Party: For all applicable Additional Disruption Events, Dealer.
Increased Cost of Hedging. Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer. Following any determination or calculation by Hedging Party hereunder, upon a written request by Counterparty (which may be by email), Hedging Party will promptly (but in any event within five Scheduled Trading Days) provide to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or calculation (including any quotations, market data or information from internal or external sources, and any assumptions used in making such determination or calculation), it being understood that in no event will Hedging Party be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such determination or calculation or any information that is subject to an obligation not to disclose such information.
Increased Cost of Hedging. Not Applicable Hedging Party: Dealer or an affiliate of Dealer that is involved in the hedging of this Transaction for all applicable Additional Disruption Events. Section 13.2(b) of the Equity Definitions is hereby amended by adding the words “(or an Affiliate of such party)” following the words “by a party” in the third line thereof. Determining Party: Dealer for all applicable Extraordinary Events. Acknowledgments: Non-Reliance: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.
Increased Cost of Hedging. Not Applicable Hedging Party: Dealer
Increased Cost of Hedging. Not Applicable Hedging Party: Dealer; provided that when making any determination or calculation as “Hedging Party” (but not, for the avoidance of doubt, the making of any election it is entitled to make as “Hedging Party”), Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if the Hedging Party were the Calculation Agent; provided further that the Hedging Party will promptly, upon written notice from Counterparty, provide a statement displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be (including any quotations, market data or information from internal or external sources used in making such determination, adjustment or calculation, it being understood that the Determining Party shall not be required to disclose any confidential information or proprietary models used by it in connection with such determination, adjustment or calculation, as the case may be).
