Common use of Notice of Increased Costs Clause in Contracts

Notice of Increased Costs. (a) Purchaser shall provide notice (an “Increased Costs Notice”) to Issuer following the end of each calendar month during which an Increased Cost of Stock Borrow, Increased Cost or Other Increased Cost of Hedging in respect of the Notes occurred or was continuing of the amount in U.S. dollars of each such Increased Cost of Stock Borrow, Increased Cost and/or Other Increased Cost of Hedging for such month. Such Increased Costs Notice shall specify the nature and amount of the Increased Cost of Stock Borrow, Increased Cost and/or Other Increased Cost of Hedging and shall provide a reasonably detailed basis for the determination thereof. In addition, in respect of any Increased Cost of Stock Borrow specified in such Increased Costs Notice, Purchaser shall provide notice of (i) the reduction of the Threshold Price for any Note that the Calculation Agent would apply pursuant to Section 15 of the Note Purchase Agreement to account for such Increased Cost of Stock Borrow (the “Threshold Price Adjustment”) and (ii) an amount of cash in U.S. dollars (the “Increased Cost of Stock Borrow Amount”) relating to such Increased Cost of Stock Borrow that Issuer may elect to pay in lieu of such Threshold Price Adjustment. Purchaser shall respond in good faith to good faith inquiries or disputes from Issuer regarding the Increased Cost of Stock Borrow, Threshold Price Adjustment, Increased Cost and/or Other Increased Cost of Hedging set forth in an Increased Costs Notice. Notwithstanding the foregoing, Issuer may, in its reasonable judgment, designate as an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, any amount or portion thereof specified by Purchaser as an Other Increased Cost of Hedging or an Increased Cost of Stock Borrow in such Increased Costs Notice that Issuer reasonably believes should more properly have been characterized as an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, by providing notice to Purchaser of such designation by 5:00 PM, New York City time, on the second Business Day immediately following the date of the relevant Increased Costs Notice (such time on such Business Day, the “Notice Deadline”), in which case such Other Increased Cost of Hedging or Increased Cost of Stock Borrow shall be considered an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, for purposes of this Agreement.

Notice of Increased Costs. (a) Purchaser shall provide notice (an “Increased Costs Notice”) to Issuer following the end of each calendar month during which an Increased Cost of Stock Borrow, Increased Cost or Other Increased Cost of Hedging in respect of the Notes Preferred Interests occurred or was continuing of the amount in U.S. dollars of each such Increased Cost of Stock Borrow, Increased Cost and/or Other Increased Cost of Hedging for such month. Such Increased Costs Notice shall specify the nature and amount of the Increased Cost of Stock Borrow, Increased Cost and/or Other Increased Cost of Hedging and shall provide a reasonably detailed basis for the determination thereof. In addition, in respect of any Increased Cost of Stock Borrow specified in such Increased Costs Notice, Purchaser shall provide notice of (i) the reduction of the Threshold Price for any Note Preferred Interest that the Calculation Agent would apply pursuant to Section 15 4.5 of the Note Purchase Agreement Certificate of Designations to account for such Increased Cost of Stock Borrow (the “Threshold Price Adjustment”) and (ii) an amount of cash in U.S. dollars (the “Increased Cost of Stock Borrow Amount”) relating to such Increased Cost of Stock Borrow that Issuer may elect to pay in lieu of such Threshold Price Adjustment. Purchaser shall respond in good faith to good faith inquiries or disputes from Issuer regarding the Increased Cost of Stock Borrow, Threshold Price Adjustment, Increased Cost and/or Other Increased Cost of Hedging set forth in an Increased Costs Notice. Notwithstanding the foregoing, Issuer may, in its reasonable judgment, designate as an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, any amount or portion thereof specified by Purchaser as an Other Increased Cost of Hedging or an Increased Cost of Stock Borrow in such Increased Costs Notice that Issuer reasonably believes should more properly have been characterized as an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, by providing notice to Purchaser of such designation by 5:00 PM, New York City time, on the second Business Day immediately following the date of the relevant Increased Costs Notice (such time on such Business Day, the “Notice Deadline”), in which case such Other Increased Cost of Hedging or Increased Cost of Stock Borrow shall be considered an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, for purposes of this Agreement.

Notice of Increased Costs. (a) Purchaser shall provide notice (an “Increased Costs Notice”) to Issuer following the end of each calendar month during which an Increased Cost of Stock Borrow, Increased Cost or Other Increased Cost of Hedging in respect of the Notes Preferred Interests occurred or was continuing of the amount in U.S. dollars of each such Increased Cost of Stock Borrow, Increased Cost and/or Other Increased Cost of Hedging for such month. Such Increased Costs Notice shall specify the nature and amount of the Increased Cost of Stock Borrow, Increased Cost and/or Other Increased Cost of Hedging and shall provide a reasonably detailed basis for the determination thereof. In addition, in respect of any Increased Cost of Stock Borrow specified in such Increased Costs Notice, Purchaser shall provide notice of (i) the reduction of increase to the Threshold Price Accretion Rate for any Note Preferred Interest that the Calculation Agent would apply pursuant to Section 15 4.5 of the Note Purchase Agreement Certificate of Designations to account for such Increased Cost of Stock Borrow (the “Threshold Price Accretion Rate Adjustment”) and (ii) an amount of cash in U.S. dollars (the “Increased Cost of Stock Borrow Amount”) relating to such Increased Cost of Stock Borrow that Issuer may elect to pay in lieu of such Threshold Price Accretion Rate Adjustment. Purchaser shall respond in good faith to good faith inquiries or disputes from Issuer regarding the Increased Cost of Stock Borrow, Threshold Price Accretion Rate Adjustment, Increased Cost and/or Other Increased Cost of Hedging set forth in an Increased Costs Notice. Notwithstanding the foregoing, Issuer may, in its reasonable judgment, designate as an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, any amount or portion thereof specified by Purchaser as an Other Increased Cost of Hedging or an Increased Cost of Stock Borrow in such Increased Costs Notice that Issuer reasonably believes should more properly have been characterized as an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, by providing notice to Purchaser of such designation by 5:00 PM, New York City time, on the second Business Day immediately following the date of the relevant Increased Costs Notice (such time on such Business Day, the “Notice Deadline”), in which case such Other Increased Cost of Hedging or Increased Cost of Stock Borrow shall be considered an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, for purposes of this Agreement.

Notice of Increased Costs. (a) Purchaser shall provide notice (an “Increased Costs Notice”) to Issuer following the end of each calendar month during which an Increased Cost of Stock Borrow, Increased Cost or Other Increased Cost of Hedging in respect of the Notes occurred or was continuing of the amount in U.S. dollars of each such Increased Cost of Stock Borrow, Increased Cost and/or Other Increased Cost of Hedging for such month. Such Increased Costs Notice shall specify the nature and amount of the Increased Cost of Stock Borrow, Increased Cost and/or Other Increased Cost of Hedging and shall provide a reasonably detailed basis for the determination thereof. In addition, in respect of any Increased Cost of Stock Borrow specified in such Increased Costs Notice, Purchaser shall provide notice of (i) the reduction of increase to the Threshold Price Accretion Rate for any Note that the Calculation Agent would apply pursuant to Section 15 of the Note Purchase Agreement to account for such Increased Cost of Stock Borrow (the “Threshold Price Accretion Rate Adjustment”) and (ii) an amount of cash in U.S. dollars (the “Increased Cost of Stock Borrow Amount”) relating to such Increased Cost of Stock Borrow that Issuer may elect to pay in lieu of such Threshold Price Accretion Rate Adjustment. Purchaser shall respond in good faith to good faith inquiries or disputes from Issuer regarding the Increased Cost of Stock Borrow, Threshold Price Accretion Rate Adjustment, Increased Cost and/or Other Increased Cost of Hedging set forth in an Increased Costs Notice. Notwithstanding the foregoing, Issuer may, in its reasonable judgment, designate as an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, any amount or portion thereof specified by Purchaser as an Other Increased Cost of Hedging or an Increased Cost of Stock Borrow in such Increased Costs Notice that Issuer reasonably believes should more properly have been characterized as an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, by providing notice to Purchaser of such designation by 5:00 PM, New York City time, on the second Business Day immediately following the date of the relevant Increased Costs Notice (such time on such Business Day, the “Notice Deadline”), in which case such Other Increased Cost of Hedging or Increased Cost of Stock Borrow shall be considered an Increased Cost of Stock Borrow or an Other Increased Cost of Hedging, as the case may be, for purposes of this Agreement.