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.

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.

“Lender Hedging Agreements” means all Hedging Agreements entered into by [[Company:Organization]] or any Subsidiary with a Hedging Lender.

the hedging transactions documented by the Hedging Agreements;

Indebtedness constituting Hedging Obligations entered into in the ordinary course of business and not for speculative purposes; provided that if such Hedging Obligations arise under Hedging Agreements that are designed to protect against fluctuations in interest rates # such Hedging Obligations relate to Indebtedness for borrowed money otherwise permitted to be incurred by the Loan Documents and # the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

“Hedging Obligations” of any Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under # any and all Hedging Transactions, # any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and # any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions.

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

SECTION # Hedging Agreements. None of Holdings, the Borrower or any other Subsidiary will enter into any Hedging Agreement, except Hedging Agreements entered into for bona fide purposes and not for speculation.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement, excluding, with respect to any Subsidiary Guarantor, any Hedging Agreements which are Excluded Swap Obligations with respect to such Subsidiary Guarantor.

“Hedging Counterparty” means the Administrative Agent, any Lender or any Affiliate thereof that is party to a Hedging Arrangement with the Borrower or any of its Subsidiaries or that was the Person acting as Administrative Agent, a Lender or an Affiliate thereof at the time such Hedging Arrangement was entered.