Hedging or Derivative Transactions. You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, you will not engage in any hedging or derivative transactions involving [[Bank of America:Organization]] common stock in violation of the [[Bank of America:Organization]] Code of Conduct that would undermine the long-term performance incentive created by the Restricted Stock Units.

“Specified Hedging Agreement” shall mean each Hedging Agreement (to the extent the Hedging Obligations thereunder are permitted pursuant to ‎[Section 6.01(c)]) entered into with any counterparty that was an Agent, a Lender or an Affiliate of an Agent or a Lender at the time that such Hedging Agreement was entered into and that has been designated as a “Specified Hedging Agreement” by the Borrower in a written notice to the Administrative Agent.

Agreements and Acknowledgements Regarding Hedging. [[Organization B:Organization]] understands, acknowledges and agrees that: # at any time on and prior to the Expiration Date, [[Organization A:Organization]] and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; # [[Organization A:Organization]] and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; # [[Organization A:Organization]] shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the “Daily VWAP” (as defined in the Indenture); # any market activities of [[Organization A:Organization]] and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the “Daily VWAP” (as defined in the Indenture), each in a manner that may be adverse to [[Organization B:Organization]]; and # the Transaction is a derivatives transaction in which it has granted [[Organization A:Organization]] an option, and [[Organization A:Organization]] may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by [[Organization B:Organization]] under the terms of the Transaction.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement, or other interest, currency exchange rate or commodity hedging arrangement.

“Material Indebtedness” means Indebtedness (other than the Obligations under this Agreement or under any other Loan Document), or obligations in respect of one or more Hedging Agreements, of any one or more of the Company and the Subsidiaries in an aggregate principal amount exceeding US$20,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements provided for in such Hedging Agreement) that the Company or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

grant of such security interest becomes effective with respect to such Hedging Obligation. If a Hedging Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

Any repayment or prepayment made pursuant to this Section shall not affect the Borrowers’ obligation to continue to make payments under any Hedging Agreement, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Hedging Agreement.

“Designated Hedging Agreement” means Specified Hedge Agreements that are designated by the Qualified Counterparty and Borrower Representative in writing to the Administrative Agent as a “Designated Hedging Agreement” and the Qualified Counterparty shall have provided the MTM value on the date of such designation.

“Lender Hedging Agreements” means all Hedging Agreements entered into by ​ or any Subsidiary with a Hedging Lender.

SECTION # Hedging Agreements. The Borrower and each Restricted Subsidiary will ensure that any Hedging Agreement that is entered into by the Borrower or any Restricted Subsidiary is, at the time entered into, for non-speculative purposes.