Common use of Increased Cost of Hedging Clause in Contracts

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 Events, Dealer; provided that, when making any calculation 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. With respect to any Hedging Disruption or Increased Cost of Hedging, upon reasonable written request of Company following the occurrence of such Hedging Disruption or Increased Cost of Hedging, as the case may be, the Hedging Party shall promptly provide to Company an explanation describing in reasonable detail: (i) the nature of such Hedging Disruption or (ii) any calculation made by the Hedging Party with respect to such Increased Cost of Hedging, as the case may be; provided that in no event shall the Hedging Party be obligated to disclose (x) any proprietary or confidential models, positions or information or (y) any other information to the extent such disclosure, in the case of this clause (y), would be in violation of any applicable law or regulation, or any applicable policies or contractual obligations, so long as such policies or contractual obligations are generally applicable in similar situations and consistently applied to the Transaction. Determining Party: For all applicable Extraordinary Events, Dealer; provided that, when making any calculation as “Determining 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 Determining Party were the Calculation Agent. Hedging Adjustments: For the avoidance of doubt, whenever the Calculation Agent, Determining Party or Hedging Party is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent, Determining Party or Hedging Party, as the case may be, shall make such adjustment by reference to the effect of such event on Dealer, assuming that Dealer maintains a commercially reasonable Hedge Position. Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable