Common use of Loss of Stock Borrow Clause in Contracts

Loss of Stock Borrow. Applicable; provided that (i) the Hedging Party shall use commercially reasonable efforts to avoid a Loss of Stock Borrow 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) and (ii) for the avoidance of doubt, Dealer and Counterparty acknowledge that a Loss of Stock Borrow will not occur to the extent Dealer is permitted under applicable law, rules, regulations and policies and this Confirmation to Rehypothecate a number of Shares constituting Collateral in an amount equal to the Hedging Shares. Maximum Stock Loan Rate: 200 basis points per annum. Increased Cost of Stock Borrow: Applicable; provided that (i) the Hedging Party shall use commercially reasonable efforts to avoid an Increased Cost of Stock Borrow 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) and (ii) for the avoidance of doubt, Dealer and Counterparty acknowledge that an Increased Cost of Stock Borrow will not occur to the extent Dealer is permitted under applicable law, rules, regulations and policies and this Confirmation to Rehypothecate a number of Shares constituting Collateral in an amount equal to the Hedging Shares. Notwithstanding the foregoing or anything to the contrary in the Equity Definitions, if Counterparty revokes the Rehypothecation right hereunder, any Price Adjustment or amount paid by Counterparty pursuant to Section 12.9(b)(v) of the Equity Definitions will include, in addition to the rate to borrow Shares incurred by the Hedging Party, any balance sheet charges or funding costs incurred by Hedging Party on account of such revocation. Initial Stock Loan Rate: Zero basis points per annum. Modifications of Equity Definitions: Notwithstanding anything to the contrary in Section 12.9(b)(iv) and (v) of the Equity Definitions, in the case of a Loss of Stock Borrow or Increased Cost of Stock Borrow following a revocation by Counterparty of the Rehypothecation right with respect to any Component(s), Counterparty will not be permitted to lend to Dealer (x) Shares that constitute “control” and/or “restricted” securities for purposes of Section 5 of the Securities Act (as reasonably determined by Dealer) or (y) the Collateral Shares with respect to which the Rehypothecation right was revoked in order to avoid a Price Adjustment or termination of the Transaction. Notwithstanding anything to the contrary in Section 12.9(b) of the Equity Definitions, if Counterparty has previously elected to amend the Transaction to take into account a Price Adjustment or to pay to the Hedging Party an amount that corresponds to a Price Adjustment in respect of any Additional Disruption Event, Counterparty may, with at least 2 Scheduled Trading Days’ prior notice to Dealer, no more than once per calendar quarter, make a different election (including the election to terminate the Transaction) in respect of such Additional Disruption Event (which different election, for the avoidance of doubt, will not have retroactive effect unless otherwise agreed between Dealer and Counterparty). Hedging Party: For all applicable Additional Disruption Events, Dealer. Determining Party: For all applicable Additional Disruption Events, Dealer. Representations: Non-Reliance: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.

Loss of Stock Borrow. Applicable; provided that (ia) 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” and (b) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by (I) deleting (1) subsection (A) in its entirety, (2) the Hedging Party shall use commercially reasonable efforts to avoid a Loss of Stock Borrow on terms reasonably acceptable to the Hedging Party phrase “or (it being understood that such party need not take any action that does not meet the Avoidance CriteriaB)” following subsection (A) and (ii3) the phrase “in each case” in subsection (B); and (II) replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence. Borrow Cost: The cost to borrow the relevant Shares, as determined by the Calculation Agent on the relevant date of determination. Such costs shall include, without duplication, (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 the avoidance of doubtsuch Shares, Dealer and Counterparty acknowledge that expressed as a Loss of Stock Borrow will not occur to the extent Dealer is permitted under applicable law, rules, regulations and policies and this Confirmation to Rehypothecate a number of Shares constituting Collateral in an amount equal to the Hedging Sharesfixed rate per annum. Maximum Stock Loan Rate: 200 basis points per annum. Increased Cost of Stock Borrow: Applicable; provided that (ia) Section 12.9(a)(viii) of the Hedging Party Equity Definitions shall use commercially reasonable efforts be amended by deleting “rate to avoid an Increased Cost of Stock borrow Shares” and replacing it with “Borrow 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) Cost” and (iib) for the avoidance of doubt, Dealer and Counterparty acknowledge that an Increased Cost of Stock Borrow will not occur to the extent Dealer is permitted under applicable law, rules, regulations and policies and this Confirmation to Rehypothecate a number of Shares constituting Collateral in an amount equal to the Hedging Shares. Notwithstanding the foregoing or anything to the contrary in the Equity Definitions, if Counterparty revokes the Rehypothecation right hereunder, any Price Adjustment or amount paid by Counterparty pursuant to Section 12.9(b)(v) of the Equity Definitions will includeshall be amended by (i) adding the word “or” immediately before the phrase “(B)”, (ii) deleting subsection (C) in addition to its entirety, (iii) replacing “either party” in the rate to borrow Shares incurred by penultimate sentence with “the Hedging Party”, any balance sheet charges or funding costs incurred by Hedging Party on account (iv) replacing the word “rate” in clause (Y) of such revocationthe final sentence therein with the words “Borrow Cost”, and (v) deleting clause (X) of the final sentence. Initial Stock Loan Rate: Zero 25 basis points per annum. Modifications of Equity Definitions: Notwithstanding anything points, as adjusted by the Calculation Agent to the contrary in Section 12.9(b)(iv) and (v) of the Equity Definitions, in the case of a Loss of Stock Borrow or reflect any subsequent Price Adjustment due to an Increased Cost of Stock Borrow following a revocation by Counterparty of the Rehypothecation right with respect to any Component(s), Counterparty will not be permitted to lend to Dealer (x) Shares that constitute “control” and/or “restricted” securities for purposes of Section 5 of the Securities Act (as reasonably determined by Dealer) or (y) the Collateral Shares with respect to which the Rehypothecation right was revoked in order to avoid a Price Adjustment or termination of the Transaction. Notwithstanding anything to the contrary in Section 12.9(b) of the Equity Definitions, if Counterparty has previously elected to amend the Transaction to take into account a Price Adjustment or to pay to the Hedging Party an amount that corresponds to a Price Adjustment in respect of any Additional Disruption Event, Counterparty may, with at least 2 Scheduled Trading Days’ prior notice to Dealer, no more than once per calendar quarter, make a different election (including the election to terminate the Transaction) in respect of such Additional Disruption Event (which different election, for the avoidance of doubt, will not have retroactive effect unless otherwise agreed between Dealer and Counterparty). Hedging Party: For all applicable Additional Disruption Events, Dealer. Determining Party: For all applicable Additional Disruption Events, Dealer. Representations: Non-Reliance: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: ApplicableBorrow.

Loss of Stock Borrow. Applicable; provided that (ia) 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” and (b) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by (I) deleting (1) subsection (A) in its entirety, (2) the Hedging Party shall use commercially reasonable efforts to avoid a Loss of Stock Borrow on terms reasonably acceptable to the Hedging Party phrase “or (it being understood that such party need not take any action that does not meet the Avoidance CriteriaB)” following subsection (A) and (ii3) the phrase “in each case” in subsection (B); and (II) replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence. Borrow Cost: The cost to borrow the relevant Shares, as determined by the Calculation Agent on the relevant date of determination. Such costs shall include, without duplication, (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 the avoidance of doubtsuch Shares, Dealer and Counterparty acknowledge that expressed as a Loss of Stock Borrow will not occur to the extent Dealer is permitted under applicable law, rules, regulations and policies and this Confirmation to Rehypothecate a number of Shares constituting Collateral in an amount equal to the Hedging Sharesfixed rate per annum. Maximum Stock Loan Rate: 200 basis points per annum. Increased Cost of Stock Borrow: Applicable; provided that (ia) Section 12.9(a)(viii) of the Hedging Party Equity Definitions shall use commercially reasonable efforts be amended by deleting “rate to avoid an Increased Cost of Stock borrow Shares” and replacing it with “Borrow 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) Cost” and (iib) for the avoidance of doubt, Dealer and Counterparty acknowledge that an Increased Cost of Stock Borrow will not occur to the extent Dealer is permitted under applicable law, rules, regulations and policies and this Confirmation to Rehypothecate a number of Shares constituting Collateral in an amount equal to the Hedging Shares. Notwithstanding the foregoing or anything to the contrary in the Equity Definitions, if Counterparty revokes the Rehypothecation right hereunder, any Price Adjustment or amount paid by Counterparty pursuant to Section 12.9(b)(v) of the Equity Definitions will includeshall be amended by (i) adding the word “or” immediately before the phrase “(B)”, (ii) deleting subsection (C) in addition to its entirety, (iii) replacing “either party” in the rate to borrow Shares incurred by penultimate sentence with “the Hedging Party”, any balance sheet charges or funding costs incurred by Hedging Party on account (iv) replacing the word “rate” in clause (Y) of such revocationthe final sentence therein with the words “Borrow Cost”, and (v) deleting clause (X) of the final sentence. Initial Stock Loan Rate: Zero 25 basis points per annum. Modifications of Equity Definitions: Notwithstanding anything points, as adjusted by the Calculation Agent to the contrary in Section 12.9(b)(iv) and (v) of the Equity Definitions, in the case of a Loss of Stock Borrow or reflect any subsequent Price Adjustment due to an Increased Cost of Stock Borrow following a revocation by Counterparty of Borrow. FED FUNDS: For any day, the Rehypothecation right with respect to 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 Component(s)successor page; provided that if no rate appears for any day on such page, Counterparty will not be permitted to lend to Dealer (x) Shares that constitute “control” and/or “restricted” securities for purposes of Section 5 of the Securities Act (as reasonably determined by Dealer) or (y) the Collateral Shares with respect to which the Rehypothecation right was revoked in order to avoid a Price Adjustment or termination of the Transaction. Notwithstanding anything to the contrary in Section 12.9(b) of the Equity Definitions, if Counterparty has previously elected to amend the Transaction to take into account a Price Adjustment or to pay to the Hedging Party an amount that corresponds to a Price Adjustment in respect of any Additional Disruption Event, Counterparty may, with at least 2 Scheduled Trading Days’ prior notice to Dealer, no more than once per calendar quarter, make a different election (including the election to terminate the Transaction) in respect of such Additional Disruption Event (which different election, rate for the avoidance of doubt, will not have retroactive effect unless otherwise agreed between Dealer and Counterparty)immediately preceding day for which a rate does so appear shall be used for such day. Hedging Party: For Dealer or an affiliate of Dealer that is involved in the hedging of this Transaction for all applicable Additional Disruption Events, Dealer. 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: For Dealer for all applicable Additional Disruption Events, DealerExtraordinary Events and any Announcement Event. RepresentationsAcknowledgments: Non-Reliance: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable. Additional Acknowledgments: Applicable.

Loss of Stock Borrow. Applicable; provided that (ia) 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” and (b) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by (I) deleting (1) subsection (A) in its entirety, (2) the Hedging Party shall use commercially reasonable efforts to avoid a Loss of Stock Borrow on terms reasonably acceptable to the Hedging Party phrase “or (it being understood that such party need not take any action that does not meet the Avoidance CriteriaB)” following subsection (A) and (ii3) the phrase “in each case” in subsection (B); and (II) replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence. Borrow Cost: The cost to borrow the relevant Shares, as determined by the Calculation Agent on the relevant date of determination. Such costs shall include, without duplication, (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 the avoidance of doubtsuch Shares, Dealer and Counterparty acknowledge that expressed as a Loss of Stock Borrow will not occur to the extent Dealer is permitted under applicable law, rules, regulations and policies and this Confirmation to Rehypothecate a number of Shares constituting Collateral in an amount equal to the Hedging Sharesfixed rate per annum. Maximum Stock Loan Rate: 200 basis points per annum. Increased Cost of Stock Borrow: Applicable; provided that (ia) Section 12.9(a)(viii) of the Hedging Party Equity Definitions shall use commercially reasonable efforts be amended by deleting “rate to avoid an Increased Cost of Stock borrow Shares” and replacing it with “Borrow 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) Cost” and (iib) for the avoidance of doubt, Dealer and Counterparty acknowledge that an Increased Cost of Stock Borrow will not occur to the extent Dealer is permitted under applicable law, rules, regulations and policies and this Confirmation to Rehypothecate a number of Shares constituting Collateral in an amount equal to the Hedging Shares. Notwithstanding the foregoing or anything to the contrary in the Equity Definitions, if Counterparty revokes the Rehypothecation right hereunder, any Price Adjustment or amount paid by Counterparty pursuant to Section 12.9(b)(v) of the Equity Definitions will includeshall be amended by (i) adding the word “or” immediately before the phrase “(B)”, (ii) deleting subsection (C) in addition to its entirety, (iii) replacing “either party” in the rate to borrow Shares incurred by penultimate sentence with “the Hedging Party”, any balance sheet charges or funding costs incurred by Hedging Party on account (iv) replacing the word “rate” in clause (Y) of such revocationthe final sentence therein with the words “Borrow Cost”, and (v) deleting clause (X) of the final sentence. Initial Stock Loan Rate: Zero 25 basis points per annum. Modifications of Equity Definitions: Notwithstanding anything points, as adjusted by the Calculation Agent to the contrary in Section 12.9(b)(iv) and (v) of the Equity Definitions, in the case of a Loss of Stock Borrow or reflect any subsequent Price Adjustment due to an Increased Cost of Stock Borrow following a revocation by Counterparty of the Rehypothecation right with respect to any Component(s), Counterparty will not be permitted to lend to Dealer (x) Shares that constitute “control” and/or “restricted” securities for purposes of Section 5 of the Securities Act (as reasonably determined by Dealer) or (y) the Collateral Shares with respect to which the Rehypothecation right was revoked in order to avoid a Price Adjustment or termination of the Transaction. Notwithstanding anything to the contrary in Section 12.9(b) of the Equity Definitions, if Counterparty has previously elected to amend the Transaction to take into account a Price Adjustment or to pay to the Hedging Party an amount that corresponds to a Price Adjustment in respect of any Additional Disruption Event, Counterparty may, with at least 2 Scheduled Trading Days’ prior notice to Dealer, no more than once per calendar quarter, make a different election (including the election to terminate the Transaction) in respect of such Additional Disruption Event (which different election, for the avoidance of doubt, will not have retroactive effect unless otherwise agreed between Dealer and Counterparty). Hedging Party: For all applicable Additional Disruption Events, Dealer. Determining Party: For all applicable Additional Disruption Events, Dealer. Representations: Non-Reliance: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: ApplicableBorrow.