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 ​ common stock in violation of the ​ Code of Conduct that would undermine the long-term performance incentive created by the Restricted Stock Units.

Derivative Transactions. ​ has not entered into any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction, in each case, relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to any such transaction or transactions.

Hedging Transactions. The Lender shall not engage in any hedging transaction with respectto the Exchange Securities before the distribution compliance period expires unless in compliance with the Securities Act.

Hedging. ​ shall hedge all Purchased Assets in accordance with ​’s hedging policies. Unless otherwise requested by ​, ​ shall deliver to ​ once per week, a hedging report, in a form reasonably satisfactory to ​. ​ shall # review the hedging policies periodically to confirm that they are being complied with in all material respects and are adequate to meet ​’s business objectives and # in the event ​ makes any material amendment or modification to the hedging policies, ​ shall within ten (10) days of such material amendment or modification, deliver to ​ a complete copy of the amended or modified hedging policies. Additionally, ​ may in its reasonable discretion request a current copy of ​’s hedging policies at any time.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Claim by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such Claim and all Expenses actually and reasonably incurred by him or her in connection with investigating, attempting to amicably resolve, prepraring for, defending, settling or appealing such Claim if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct or gross negligence in the performance of his or her duty to the Company, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts the court may deem proper.

“Hedge Losses” shall mean all actual losses incurred by ​ or its affiliates in connection with the hedge positions taken by ​ or its affiliates with respect to the Interest Rate. ​ acknowledges that such hedging transactions may include the sale of U.S. Obligations or other securities and/or the execution of certain derivative transactions, which hedging transactions would have to be “unwound” if all or any portion of the Loan is paid down.

Dealer and its Affiliates also may be active in the market for the Shares or options, futures contracts, swaps or other derivative transactions relating to the Shares other than in connection with hedging activities in relation to the Transaction;

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for [[Sections 3.2(f) and 4.13]3]] hereof), it is understood and acknowledged by the Company that: # none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; # past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; # any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and # each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Prohibition of Short Sales and Hedging Transactions. ​ agrees that beginning on the date of this Agreement and ending on the next Business Date following the termination of this Agreement as provided in [Section 11], ​ and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any # “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or # hedging transaction, which establishes a net short position with respect to the Common Stock.

any income (loss) for such period attributable to the early extinguishment of Indebtedness, hedging agreements or other derivative instruments,