Common use of Hedging Arrangements Clause in Contracts

Hedging Arrangements. (a) Each Obligor will ensure, and each Hedging Bank agrees, that: (i) any Hedging Agreement to which it is at any time party will be in the form of the ISDA 1992 Master Agreement or the ISDA 2002 Master Agreement, as the case may be, and will provide for Second Method (that is, two way payments) in the event of a termination of any hedging transaction entered into under such Hedging Agreement whether upon a Termination Event or an Event of Default (as defined therein); (ii) if any hedging transaction under any Hedging Agreement to which any Obligor is a party is terminated and a settlement amount or other amount falls due from a Hedging Bank to any Obligor then, if any of the Transaction Security has become enforceable, that amount shall be paid by such Hedging Bank to the Security Agent and treated as proceeds of enforcement of the Transaction Security for application in the order prescribed by Clause 29.12 (Application of Proceeds by Security Agent); (iii) each Hedging Agreement (and any amendment to any Hedging Agreement) shall be delivered to the Agent as soon as reasonably practicable after it has been entered into; (iv) the Hedging Agreements to which they are party will not (unless the Majority Lenders have otherwise consented in writing) be amended, varied or supplemented in a manner which would result in: (A) any payment under any such Hedging Agreement being required to be made by an Obligor earlier than the date originally provided for in the relevant Hedging Agreement; or (B) any Obligor becoming liable to make an additional payment (or increase an existing payment) under any such Hedging Agreement which liability does not arise from the original provisions of that Hedging Agreement, if, in either case, that would be inconsistent with the requirements of this Clause 22.9. (b) Each Hedging Bank undertakes that it will not (unless the Majority Creditors have otherwise consented in writing) demand (other than as may be necessary in order to exercise any right to terminate or close out any hedging transaction as provided in and permitted under (c) below) payment, prepayment or repayment of, or any distribution in respect of, or on account of, any of the obligations of the relevant Obligor to it under any Hedging Agreement to which it is party in cash or in kind except: (i) for payments arising under the terms of any Hedging Agreement to which it is party (without regard to any amendments made after the date of such Hedging Agreement prohibited by subparagraph (a)(iv) of this Clause 22.9); and/or (ii) for the proceeds of enforcement of the Security Documents received and applied in the order permitted by Clause 29.12 (Application of Proceeds by Security Agent); and/or (iii) payments due under any Hedging Agreement to which it is a party which has been terminated or closed-out by the relevant Obligor or by the relevant Hedging Bank (and if by the relevant Hedging Bank such termination or close out is permitted under paragraph (c) below). (c) Each Hedging Bank undertakes that it will not (unless the Majority Creditors have otherwise consented in writing) exercise any right to terminate or close out any hedging transaction under any Hedging Agreements to which it is party prior to its stated maturity (whether by reason of the Obligor counterparty becoming a Defaulting Party or Affected Party thereunder (each as defined therein) or otherwise) unless: (i) such Obligor has defaulted on a payment due under such Hedging Agreement, after allowing for any required notice and any applicable days of grace, and such default continues for more than 14 days after notice of such default being given to the Agent; or (ii) an Illegality, a Tax Event or a Tax Event upon Merger (each as defined in the ISDA 1992 Master Agreement or the ISDA Master Agreement 2002, as the case may be) has occurred; or (iii) the Agent has served a notice under Clause 23.18 (Acceleration); (iv) an Event of Default under Clauses 23.6 (Insolvency) or 23.7 (Insolvency proceedings) of this Agreement (as in force at the date of this Agreement) has occurred; or (v) all Loans have been prepaid or repaid in full and the Lenders are no longer under any obligation to participate in further Loans; or (vi) there is a prepayment of pursuant to Clause 8 (Prepayment and Cancellation); provided that the Hedging Bank may only exercise its right to terminate or close out that element of the hedging transaction (if any) which corresponds to the amount so prepaid; or (vii) the parties to the Hedging Agreement have voluntarily agreed to close out any hedging transaction in that Hedging Agreement. (d) Each Hedging Bank will, promptly after the Agent has served a notice under Clause 23.18 (Acceleration), exercise any and all rights it may have to terminate the hedging transactions under each Hedging Agreement to which it is party, unless the Agent (acting on the instructions of the Majority Creditors) otherwise agrees or requires. (e) Each Hedging Bank agrees that (unless the Majority Creditors have otherwise agreed in writing) it will not enforce any Transaction Security or require any other person to enforce the same in respect of amounts owing under any Hedging Agreement to which it is party. (f) The provisions of this Clause 22.9 shall cease to apply after the Loans have been prepaid or repaid in full and the Lenders are under no obligation to participate in further Loans.

Hedging Arrangements. (a) Each Obligor will ensureOn or before the sixtieth (60th) day following the Effective Date, each Borrower (or the Borrowers collectively) shall enter into one (1) or more Hedge Transactions constituting an interest rate cap agreement whereby the related Hedge Counterpart is obligated to make payments to the Borrowers if, and to the extent by which, LIBOR exceeds 3.0% and which are otherwise in form and substance satisfactory (including the notional amount, term and amortization rate (if any) of such Hedge Transaction) to the Agent (subject to the right of the Lenders to submit a Formal Objection within three (3) Business Days after a draft of the related Hedge Transaction is initially posted to the Data Site by the Borrower Representative) and each such Hedge Transaction shall be entered into with a Hedge Counterparty selected by the Borrower and acceptable to the Agent and the Lenders and governed by a Hedging Bank agreesAgreement. The Borrowers will maintain such interest rate cap agreements with an aggregate notional amount, that:as of any date of determination, not less than the Advances Outstanding on such date. In addition, any Borrower (or the Borrowers collectively) may enter into one or more Hedge Transactions otherwise satisfying the requirements of the preceding sentence if the notional amount, term and amortization rate (if any) of such Hedge Transaction(s) have been approved by the Agent in writing prior to the effective date of such Hedge Transaction(s). (ib) As additional security hereunder, the Borrowers have collaterally assigned to the Agent for the benefit of the Secured Parties all right, title and interest of the Borrowers in the Hedge Collateral. The Borrowers each acknowledge that, as a result of that collateral assignment, no Borrower may, without the prior written consent of the Agent (unless a Lender is the Hedge Counterparty and such Hedge Counterparty is a “Defaulting Party” under the Hedging Agreement or Hedge Transaction), exercise any rights under any Hedging Agreement to which it is at any time party will be in or Hedge Transaction, except for the form of the ISDA 1992 Master Agreement or the ISDA 2002 Master Agreement, as the case may be, and will provide for Second Method (that is, two way payments) in the event of a termination of any hedging transaction entered into under such Hedging Agreement whether upon a Termination Event or an Event of Default (as defined therein); (ii) if any hedging transaction Borrowers’ right under any Hedging Agreement to which any Obligor is a party is terminated and a settlement amount or other amount falls due from a Hedging Bank to any Obligor then, if any of the Transaction Security has become enforceable, that amount shall be paid by such Hedging Bank to the Security Agent and treated as proceeds of enforcement of the Transaction Security for application in the order prescribed by Clause 29.12 (Application of Proceeds by Security Agent); (iii) each Hedging Agreement (and any amendment to any Hedging Agreement) shall be delivered to the Agent as soon as reasonably practicable after it has been entered into; (iv) the Hedging Agreements to which they are party will not (unless the Majority Lenders have otherwise consented in writing) be amended, varied or supplemented in a manner which would result in: (A) any payment under any such Hedging Agreement being required to be made by an Obligor earlier than the date originally provided for in the relevant Hedging Agreement; or (B) any Obligor becoming liable to make an additional payment (or increase an existing payment) under any such Hedging Agreement which liability does not arise from the original provisions of that Hedging Agreement, if, in either case, that would be inconsistent with the requirements of this Clause 22.9. (b) Each Hedging Bank undertakes that it will not (unless the Majority Creditors have otherwise consented in writing) demand (other than as may be necessary enter into Hedge Transactions in order to exercise meet the Borrowers’ obligations hereunder. Nothing herein shall have the effect of releasing any right to terminate or close out any hedging transaction as provided in and permitted under (c) below) payment, prepayment or repayment of, or any distribution in respect of, or on account of, Borrower from any of the its obligations of the relevant Obligor to it under any Hedging Agreement to which it is party in cash or in kind except: any Hedge Transaction, nor be construed as requiring the consent of the Agent or any Secured Party for the performance by any Borrower of any such obligations. The Borrowers agree that they will not (i) for payments arising enter into any Hedge Transaction that would subject any portion or all of the Collateral to regulation under the terms of any Hedging Agreement to which it is party Commodity Exchange Act or the rules thereunder (without regard to any amendments made after collectively, the date of such Hedging Agreement prohibited by subparagraph (a)(iv) of this Clause 22.9“Act”); and/or , and (ii) for take any action that would cause the proceeds of enforcement Calculation Agent or the Paying Agent to be required to register as a commodity pool operator under the Act. The Borrowers agree to defend, indemnify and hold harmless the Secured Parties in connection with any breach of the Security Documents received and applied in the order permitted by Clause 29.12 (Application of Proceeds by Security Agent); and/or (iii) payments due under any Hedging Agreement to which it is a party which has been terminated or closed-out by the relevant Obligor or by the relevant Hedging Bank (and if by the relevant Hedging Bank such termination or close out is permitted under paragraph (c) below)Borrowers’ obligations hereunder. (c) Each Hedging Bank undertakes The Borrowers agree that it they will not (unless the Majority Creditors have otherwise consented in writingi) exercise enter into any right to terminate Hedge Transaction that would subject any portion or close out any hedging transaction under any Hedging Agreements to which it is party prior to its stated maturity (whether by reason all of the Obligor counterparty becoming a Defaulting Party Collateral to regulation under the Commodity Exchange Act or Affected Party the rules thereunder (each as defined therein) or otherwise) unless: (i) such Obligor has defaulted on a payment due under such Hedging Agreementcollectively, after allowing for any required notice and any applicable days of gracethe "Act"), and such default continues for more than 14 days after notice of such default being given to the Agent; or (ii) an Illegalitytake any action that would cause the Trustee, a Tax Event or a Tax Event upon Merger (each as defined in the ISDA 1992 Master Agreement Calculation Agent or the ISDA Master Agreement 2002Paying Agent to be required to register as a commodity pool operator under the Act. The Borrowers agree to defend, as indemnify and hold harmless the case may be) has occurred; or (iii) the Agent has served a notice under Clause 23.18 (Acceleration); (iv) an Event of Default under Clauses 23.6 (Insolvency) or 23.7 (Insolvency proceedings) of this Agreement (as Secured Parties in force at the date of this Agreement) has occurred; or (v) all Loans have been prepaid or repaid in full and the Lenders are no longer under connection with any obligation to participate in further Loans; or (vi) there is a prepayment of pursuant to Clause 8 (Prepayment and Cancellation); provided that the Hedging Bank may only exercise its right to terminate or close out that element breach of the hedging transaction (if any) which corresponds to the amount so prepaid; or (vii) the parties to the Hedging Agreement have voluntarily agreed to close out any hedging transaction in that Hedging AgreementBorrowers' obligations hereunder. (d) Each Hedging Bank will, promptly after the Agent has served a notice under Clause 23.18 (Acceleration), exercise any and all rights it may have to terminate the hedging transactions under each Hedging Agreement to which it is party, unless the Agent (acting on the instructions of the Majority Creditors) otherwise agrees or requires. (e) Each Hedging Bank agrees that (unless the Majority Creditors have otherwise agreed in writing) it will not enforce any Transaction Security or require any other person to enforce the same in respect of amounts owing under any Hedging Agreement to which it is party. (f) The provisions of this Clause 22.9 shall cease to apply after the Loans have been prepaid or repaid in full and the Lenders are under no obligation to participate in further Loans.

Hedging Arrangements. (a) ▇▇▇▇▇▇ shall provide for one or more Hedge Agreement(s) with respect to the Series 2000-A Trust Estate with an aggregate notional balance at least $2,000,000 greater than the Outstanding Net Investment and a future aggregate notional balance at least equal to the future principal portion of the Net Investment (calculated at a zero loss and zero prepayment assumption). Each Obligor will ensure, and each Hedging Bank agrees, thatHedge Agreement shall: (i) any Hedging Agreement to which it is at any time party will be provide for payments on each Settlement Date (x) which, in the form case of a Cap Agreement, are made only by the Hedge Counterparty to the Trustee, in an amount equal to the current notional amount of the ISDA 1992 Master Hedge Agreement or applied to the ISDA 2002 Master Agreementexcess, as if any, of the case may beBase LIBO Rate over the Hedge Rate with respect thereto, and will provide for Second Method (that is, two way paymentsy) in the event case of a termination Swap Agreement, are to be made (1) by the Hedge Counterparty to the Trustee in an amount equal to the current notional amount of any hedging transaction entered into under the Swap Agreement applied to the Base LIBO Rate, and (2) by the Trustee to the Hedge Counterparty in an amount equal to such Hedging Agreement whether upon a Termination Event or an Event of Default notional amount applied to the Hedge Rate with respect thereto (as defined thereinwhich amounts may be netted, with the net amount paid by one party to the other); (ii) if any hedging transaction under any Hedging Agreement to which any Obligor is a party is terminated be satisfactory in form and a settlement amount or other amount falls due from a Hedging Bank to any Obligor then, if any of the Transaction Security has become enforceable, that amount shall be paid by such Hedging Bank substance to the Security Agent Series Support Provider and treated as proceeds of enforcement of the Transaction Security for application in the order prescribed by Clause 29.12 (Application of Proceeds by Security Agent); (iii) each Hedging Agreement (and any amendment to any Hedging Agreement) provide that all payments made by the Hedge Counterparty thereunder shall be delivered to made directly into the Agent as soon as reasonably practicable after it has been entered intoSeries 2000-A Facility Account; (iv) provide for termination at the Hedging Agreements option of the Trustee upon release of the related Series 2000-A Contracts from the Lien of the Indenture; (v) require the Hedge Counterparty to find a replacement Hedge Counterparty to execute a new Hedge Agreement satisfactory to the Series Support Provider and the Agent within 10 Business Days of any downgrade of the ratings of the Hedge Counterparty below the levels set forth in the definition of "Hedge Counterparty", which they are party will not replacement must meet the qualifications set forth in the definition of "Hedge Counterparty"; (unless the Majority Lenders have otherwise consented in writingvi) be amended, varied or supplemented in a manner which would result in:between the related Hedge Counterparty and the Trustee; (Avii) any payment under any if such Hedging Hedge Agreement being required to is a Cap Agreement, be made by an Obligor earlier than the date originally provided for substantially in the relevant Hedging Agreementform of Exhibit I hereto; orand (Bviii) any Obligor becoming liable to make an additional payment (or increase an existing payment) under any if such Hedging Hedge Agreement which liability does not arise from the original provisions of that Hedging is a Swap Agreement, if, be substantially in either case, that would be inconsistent with the requirements form of this Clause 22.9Exhibit J hereto. (b) Each Hedging Bank undertakes In the event that it will a Hedge Counterparty no longer satisfies the ratings requirement specified in the definition thereof and does not itself find a replacement which has executed a Hedge Agreement as required under clause (unless v) of Section 3.08(a), ▇▇▇▇▇▇ shall be required, within 15 Business Days following the Majority Creditors have otherwise consented in writing) demand (other than as may be necessary in order failure of such Hedge Counterparty to exercise any right satisfy such ratings requirement, to terminate or close out any hedging transaction as provided in and permitted under (c) below) payment, prepayment or repayment of, or any distribution in respect of, or on account of, any provide a substitute Person satisfying the requirements of the obligations definition of Hedge Counterparty to be substituted as the relevant Obligor to it under any Hedging Agreement to which it is party in cash or in kind except: (i) for payments arising Hedge Counterparty under the terms of any Hedging applicable Hedge Agreement(s) or to enter into a new Hedge Agreement satisfactory to which it is party (without regard to any amendments made after the date of such Hedging Agreement prohibited by subparagraph (a)(iv) of this Clause 22.9); and/or (ii) for Series Support Provider and the proceeds of enforcement of the Security Documents received and applied in the order permitted by Clause 29.12 (Application of Proceeds by Security Agent); and/or (iii) payments due under any Hedging Agreement to which it is a party which has been terminated or closed-out by the relevant Obligor or by the relevant Hedging Bank (and if by the relevant Hedging Bank such termination or close out is permitted under paragraph (c) below). (c) Each Hedging Bank undertakes that it will The Trustee shall not (unless the Majority Creditors have otherwise consented in writing) exercise any right to terminate or close out any hedging transaction designate an "Early Termination Date" under any Hedging Agreements to which it is party Hedge Agreement following any "Event of Default" or "Termination Event" thereunder without the prior to its stated maturity (whether by reason written consent of the Obligor counterparty becoming a Defaulting Party or Affected Party thereunder (each as defined therein) or otherwise) unless: (i) such Obligor has defaulted on a payment due under such Hedging Agreement, after allowing for any required notice and any applicable days of graceSeries Controlling Party, and must designate such default continues for more than 14 days after notice of such default being given to the Agent; or (ii) an Illegality, a Tax Event or a Tax Event upon Merger (each as defined in the ISDA 1992 Master Agreement or the ISDA Master Agreement 2002, as the case may be) has occurred; or (iii) the Agent has served a notice under Clause 23.18 (Acceleration); (iv) an Event of Default under Clauses 23.6 (Insolvency) or 23.7 (Insolvency proceedings) of this Agreement (as in force "Early Termination Event" at the date of this Agreement) has occurred; or (v) all Loans have been prepaid or repaid in full and Series Controlling Party direction if the Lenders are no longer under any obligation circumstances would permit the Trustee to participate in further Loans; or (vi) there is then make such a prepayment of pursuant to Clause 8 (Prepayment and Cancellation); provided that the Hedging Bank may only exercise its right to terminate or close out that element of the hedging transaction (if any) which corresponds to the amount so prepaid; or (vii) the parties to the Hedging Agreement have voluntarily agreed to close out any hedging transaction in that Hedging Agreementdesignation. (d) Each Hedging Bank will, promptly after the Agent has served a notice under Clause 23.18 (Acceleration), exercise any and all rights it may have to terminate the hedging transactions under each Hedging Agreement to which it is party, unless the Agent (acting on the instructions of the Majority Creditors) otherwise agrees or requires. (e) Each Hedging Bank agrees that (unless the Majority Creditors have otherwise agreed in writing) it will not enforce any Transaction Security or require any other person to enforce the same in respect of amounts owing under any Hedging Agreement to which it is party. (f) The provisions of this Clause 22.9 shall cease to apply after the Loans have been prepaid or repaid in full and the Lenders are under no obligation to participate in further Loans.

Hedging Arrangements. (a) ▇▇▇▇▇▇ shall provide for one or more Hedge Agreement(s) with respect to the Series 2000-A Trust Estate with an aggregate notional balance at least $2,000,000 greater than the Outstanding Net Investment and a future aggregate notional balance at least equal to the future principal portion of the Net Investment (calculated at a zero loss and zero prepayment assumption). Each Obligor will ensure, and each Hedging Bank agrees, thatHedge Agreement shall: (i) any Hedging Agreement to which it is at any time party will be provide for payments on each Settlement Date (x) which, in the form case of a Cap Agreement, are made only by the Hedge Counterparty to the Trustee, in an amount equal to the current notional amount of the ISDA 1992 Master Hedge Agreement or applied to the ISDA 2002 Master Agreementexcess, as if any, of the case may beBase LIBO Rate over the Hedge Rate with respect thereto, and will provide for Second Method (that is, two way paymentsy) in the event case of a termination Swap Agreement, are to be made (1) by the Hedge Counterparty to the Trustee in an amount equal to the current notional amount of any hedging transaction entered into under the Swap Agreement applied to the Base LIBO Rate, and (2) by the Obligor to the Hedge Counterparty in an amount equal to such Hedging Agreement whether upon a Termination Event or an Event of Default notional amount applied to the Hedge Rate with respect thereto (as defined thereinwhich amounts may be netted, with the net amount paid by one party to the other); (ii) if any hedging transaction under any Hedging Agreement to which any Obligor is a party is terminated be satisfactory in form and a settlement amount or other amount falls due from a Hedging Bank to any Obligor then, if any of the Transaction Security has become enforceable, that amount shall be paid by such Hedging Bank substance to the Security Agent and treated as proceeds of enforcement of the Transaction Security for application in the order prescribed by Clause 29.12 (Application of Proceeds by Security Agent); (iii) each Hedging Agreement (and any amendment to any Hedging Agreement) provide that all payments made by the Hedge Counterparty thereunder shall be delivered to made directly into the Agent as soon as reasonably practicable after it has been entered intoSeries 2000-A Facility Account; (iv) provide for termination at the Hedging Agreements option of the Obligor upon release of the related Series 2000-A Contracts from the Lien of the Master Agreement; (v) require the Hedge Counterparty to find a replacement Hedge Counterparty to execute a new Hedge Agreement satisfactory to the Agent within 10 Business Days of any downgrade of the ratings of the Hedge Counterparty below the levels set forth in the definition of “Hedge Counterparty”, which they are party will not replacement must meet the qualifications set forth in the definition of “Hedge Counterparty”; (unless the Majority Lenders have otherwise consented in writingvi) be amendedbetween the related Hedge Counterparty and the Obligor; (vii) if such Hedge Agreement is a Cap Agreement, varied or supplemented be substantially in the form of Exhibit I hereto; and (viii) if such Hedge Agreement is a Swap Agreement, be in a manner which would result in: (A) any payment under any such Hedging Agreement being required to be made form approved in writing by an Obligor earlier than the date originally provided for Agent in the relevant Hedging Agreement; or (B) any Obligor becoming liable to make an additional payment (or increase an existing payment) under any such Hedging Agreement which liability does not arise from the original provisions of that Hedging Agreement, if, in either case, that would be inconsistent with the requirements of this Clause 22.9its sole discretion. (b) Each Hedging Bank undertakes In the event that it will a Hedge Counterparty no longer satisfies the ratings requirement specified in the definition thereof and does not itself find a replacement which has executed a Hedge Agreement as required under clause (unless v) of Section 3.08(a), ▇▇▇▇▇▇ shall be required, within 15 Business Days following the Majority Creditors have otherwise consented in writing) demand (other than as may be necessary in order failure of such Hedge Counterparty to exercise any right satisfy such ratings requirement, to terminate or close out any hedging transaction as provided in and permitted under (c) below) payment, prepayment or repayment of, or any distribution in respect of, or on account of, any provide a substitute Person satisfying the requirements of the obligations definition of Hedge Counterparty to be substituted as the relevant Obligor to it under any Hedging Agreement to which it is party in cash or in kind except: (i) for payments arising Hedge Counterparty under the terms of any Hedging applicable Hedge Agreement(s) or to enter into a new Hedge Agreement satisfactory to which it is party (without regard to any amendments made after the date of such Hedging Agreement prohibited by subparagraph (a)(iv) of this Clause 22.9); and/or (ii) for the proceeds of enforcement of the Security Documents received and applied in the order permitted by Clause 29.12 (Application of Proceeds by Security Agent); and/or (iii) payments due under any Hedging Agreement to which it is a party which has been terminated or closed-out by the relevant Obligor or by the relevant Hedging Bank (and if by the relevant Hedging Bank such termination or close out is permitted under paragraph (c) below). (c) Each Hedging Bank undertakes that it will The Obligor shall not (unless the Majority Creditors have otherwise consented in writing) exercise any right to terminate or close out any hedging transaction designate an “Early Termination Date” under any Hedging Agreements to which it is party Hedge Agreement following any “Event of Default” or “Termination Event” thereunder without the prior to its stated maturity (whether by reason written consent of the Obligor counterparty becoming a Defaulting Party or Affected Party thereunder (each as defined therein) or otherwise) unless: (i) such Obligor has defaulted on a payment due under such Hedging Agreement, after allowing for any required notice and any applicable days of graceSeries Controlling Party, and must designate such default continues for more than 14 days after notice of such default being given to the Agent; or (ii) an Illegality, a Tax Event or a Tax Event upon Merger (each as defined in the ISDA 1992 Master Agreement or the ISDA Master Agreement 2002, as the case may be) has occurred; or (iii) the Agent has served a notice under Clause 23.18 (Acceleration); (iv) an Event of Default under Clauses 23.6 (Insolvency) or 23.7 (Insolvency proceedings) of this Agreement (as in force “Early Termination Event” at the date of this Agreement) has occurred; or (v) all Loans have been prepaid or repaid in full and Series Controlling Party direction if the Lenders are no longer under any obligation circumstances would permit the Obligor to participate in further Loans; or (vi) there is then make such a prepayment of pursuant to Clause 8 (Prepayment and Cancellation); provided that the Hedging Bank may only exercise its right to terminate or close out that element of the hedging transaction (if any) which corresponds to the amount so prepaid; or (vii) the parties to the Hedging Agreement have voluntarily agreed to close out any hedging transaction in that Hedging Agreementdesignation. (d) Each Hedging Bank willThe Obligor shall promptly forward to the Series Controlling Party a copy of any notice received from a Hedge Counterparty relating to any downgrade, promptly after the Agent has served a notice under Clause 23.18 withdrawal or suspension of such Hedge Counterparty’s (Acceleration), exercise any and all rights it may have to terminate the hedging transactions under each Hedging Agreement to which it is party, unless the Agent (acting on the instructions of the Majority Creditorsor such Hedge Counterparty’s guarantor’s) otherwise agrees or requiresratings. (e) Each Hedging Bank agrees that (unless The Obligor shall not execute any assignment, assumption, credit support annex, extension, amendment, modification, waiver, confirmation, designation of “Reference Market Makers,” schedule or other agreement in connection with any Hedge Agreement without first obtaining the Majority Creditors have otherwise agreed in writing) it will not enforce prior written consent of the Series Controlling Party. A copy of any Transaction Security or require such item received by the Obligor, together with a copy of any other person notice or communication received by the Obligor in connection with any Hedge Agreement shall be forwarded to enforce the same in respect Series Controlling Party promptly on receipt. Notice of amounts owing (i) any assignment or transfer by a Hedge Counterparty of any of its rights or obligations under any Hedging Hedge Agreement (ii) any assumption, amendment, extension, modification, waiver or event of default under any Hedge Agreement, and (iii) the Hedge Counterparties entering into any new Hedge Agreement shall be given by the Obligor to which it is partyeach Rating Agency. (f) The provisions of this Clause 22.9 shall cease to apply after the Loans have been prepaid or repaid in full and the Lenders are under no obligation to participate in further Loans.

Hedging Arrangements. (a) Each Obligor will ensureOn or before the sixtieth (60th) day following the Effective Date, each Borrower (or the Borrowers collectively) shall enter into one (1) or more Hedge Transactions constituting an interest rate cap agreement whereby the related Hedge Counterpart is obligated to make payments to the Borrowers if, and to the extent by which, LIBOR exceeds 3.0% and which are otherwise in form and substance satisfactory (including the notional amount, term and amortization rate (if any) of such Hedge Transaction) to the Agent (subject to the right of the Lenders to submit a Formal Objection within three (3) Business Days after a draft of the related Hedge Transaction is initially posted to the Data Site by the Borrower Representative) and each such Hedge Transaction shall be entered into with a Hedge Counterparty selected by the Borrower and acceptable to the Agent and the Lenders and governed by a Hedging Bank agreesAgreement. The Borrowers will maintain such interest rate cap agreements with an aggregate notional amount, that:as of any date of determination, not less than the Advances Outstanding on such date. In addition, any Borrower (or the Borrowers collectively) may enter into one or more Hedge Transactions otherwise satisfying the requirements of the preceding sentence if the notional amount, term and amortization rate (if any) of such Hedge Transaction(s) have been approved by the Agent in writing prior to the effective date of such Hedge Transaction(s). (ib) As additional security hereunder, the Borrowers have collaterally assigned to the Agent for the benefit of the Secured Parties all right, title and interest of the Borrowers in the Hedge Collateral. The Borrowers each acknowledge that, as a result of that collateral assignment, no Borrower may, without the prior written consent of the Agent (unless a Lender is the Hedge Counterparty and such Hedge Counterparty is a “Defaulting Party” under the Hedging Agreement or Hedge Transaction), exercise any rights under any Hedging Agreement to which it is at any time party will be in or Hedge Transaction, except for the form of the ISDA 1992 Master Agreement or the ISDA 2002 Master Agreement, as the case may be, and will provide for Second Method (that is, two way payments) in the event of a termination of any hedging transaction entered into under such Hedging Agreement whether upon a Termination Event or an Event of Default (as defined therein); (ii) if any hedging transaction Borrowers’ right under any Hedging Agreement to which any Obligor is a party is terminated and a settlement amount or other amount falls due from a Hedging Bank to any Obligor then, if any of the Transaction Security has become enforceable, that amount shall be paid by such Hedging Bank to the Security Agent and treated as proceeds of enforcement of the Transaction Security for application in the order prescribed by Clause 29.12 (Application of Proceeds by Security Agent); (iii) each Hedging Agreement (and any amendment to any Hedging Agreement) shall be delivered to the Agent as soon as reasonably practicable after it has been entered into; (iv) the Hedging Agreements to which they are party will not (unless the Majority Lenders have otherwise consented in writing) be amended, varied or supplemented in a manner which would result in: (A) any payment under any such Hedging Agreement being required to be made by an Obligor earlier than the date originally provided for in the relevant Hedging Agreement; or (B) any Obligor becoming liable to make an additional payment (or increase an existing payment) under any such Hedging Agreement which liability does not arise from the original provisions of that Hedging Agreement, if, in either case, that would be inconsistent with the requirements of this Clause 22.9. (b) Each Hedging Bank undertakes that it will not (unless the Majority Creditors have otherwise consented in writing) demand (other than as may be necessary enter into Hedge Transactions in order to exercise meet the Borrowers’ obligations hereunder. Nothing herein shall have the effect of releasing any right to terminate or close out any hedging transaction as provided in and permitted under (c) below) payment, prepayment or repayment of, or any distribution in respect of, or on account of, Borrower from any of the its obligations of the relevant Obligor to it under any Hedging Agreement to which it is party in cash or in kind except: any Hedge Transaction, nor be construed as requiring the consent of the Agent or any Secured Party for the performance by any Borrower of any such obligations. The Borrowers agree that they will not (i) for payments arising enter into any Hedge Transaction that would subject any portion or all of the Collateral to regulation under the terms of any Hedging Agreement to which it is party Commodity Exchange Act or the rules thereunder (without regard to any amendments made after collectively, the date of such Hedging Agreement prohibited by subparagraph (a)(iv) of this Clause 22.9“Act”); and/or , and (ii) for take any action that would cause the proceeds of enforcement Calculation Agent or the Paying Agent to be required to register as a commodity pool operator under the Act. The Borrowers agree to defend, indemnify and hold harmless the Secured Parties in connection with any breach of the Security Documents received and applied in the order permitted by Clause 29.12 (Application of Proceeds by Security Agent); and/or (iii) payments due under any Hedging Agreement to which it is a party which has been terminated or closed-out by the relevant Obligor or by the relevant Hedging Bank (and if by the relevant Hedging Bank such termination or close out is permitted under paragraph (c) below)Borrowers’ obligations hereunder. (c) Each Hedging Bank undertakes The Borrowers agree that it they will not (unless the Majority Creditors have otherwise consented in writingi) exercise enter into any right to terminate Hedge Transaction that would subject any portion or close out any hedging transaction under any Hedging Agreements to which it is party prior to its stated maturity (whether by reason all of the Obligor counterparty becoming a Defaulting Party Collateral to regulation under the Commodity Exchange Act or Affected Party the rules thereunder (each as defined therein) or otherwise) unless: (i) such Obligor has defaulted on a payment due under such Hedging Agreementcollectively, after allowing for any required notice and any applicable days of gracethe “Act”), and such default continues for more than 14 days after notice of such default being given to the Agent; or (ii) an Illegalitytake any action that would cause the Trustee, a Tax Event or a Tax Event upon Merger (each as defined in the ISDA 1992 Master Agreement Calculation Agent or the ISDA Master Agreement 2002Paying Agent to be required to register as a commodity pool operator under the Act. The Borrowers agree to defend, as indemnify and hold harmless the case may be) has occurred; or (iii) the Agent has served a notice under Clause 23.18 (Acceleration); (iv) an Event of Default under Clauses 23.6 (Insolvency) or 23.7 (Insolvency proceedings) of this Agreement (as Secured Parties in force at the date of this Agreement) has occurred; or (v) all Loans have been prepaid or repaid in full and the Lenders are no longer under connection with any obligation to participate in further Loans; or (vi) there is a prepayment of pursuant to Clause 8 (Prepayment and Cancellation); provided that the Hedging Bank may only exercise its right to terminate or close out that element breach of the hedging transaction (if any) which corresponds to the amount so prepaid; or (vii) the parties to the Hedging Agreement have voluntarily agreed to close out any hedging transaction in that Hedging AgreementBorrowers’ obligations hereunder. (d) Each Hedging Bank will, promptly after the Agent has served a notice under Clause 23.18 (Acceleration), exercise any and all rights it may have to terminate the hedging transactions under each Hedging Agreement to which it is party, unless the Agent (acting on the instructions of the Majority Creditors) otherwise agrees or requires. (e) Each Hedging Bank agrees that (unless the Majority Creditors have otherwise agreed in writing) it will not enforce any Transaction Security or require any other person to enforce the same in respect of amounts owing under any Hedging Agreement to which it is party. (f) The provisions of this Clause 22.9 shall cease to apply after the Loans have been prepaid or repaid in full and the Lenders are under no obligation to participate in further Loans.

Hedging Arrangements. (a) Each Obligor will ensureOn or before the sixtieth (60th) day following the Effective Date, each Borrower (or the Borrowers collectively) shall enter into one (1) or more Hedge Transactions constituting an interest rate cap agreement whereby the related Hedge Counterpart is obligated to make payments to the Borrowers if, and to the extent by which, LIBOR exceeds 3.0% and which are otherwise in form and substance satisfactory (including the notional amount, term and amortization rate (if any) of such Hedge Transaction) to the Agent (subject to the right of the Lenders to submit a Formal Objection within three (3) Business Days after a draft of the related Hedge Transaction is initially posted to the Data Site by the Borrower Representative) and each such Hedge Transaction shall be entered into with a Hedge Counterparty selected by the Borrower and acceptable to the Agent and the Lenders and governed by a Hedging Bank agreesAgreement. The Borrowers will maintain such interest rate cap agreements with an aggregate notional amount, that:as of any date of determination, not less than the Advances Outstanding on such date. In addition, any Borrower (or the Borrowers collectively) may enter into one or more Hedge Transactions otherwise satisfying the requirements of the preceding sentence if the notional amount, term and amortization rate (if any) of such Hedge Transaction(s) have been approved by the Agent in writing prior to the effective date of such Hedge Transaction(s). (ib) As additional security hereunder, the Borrowers have collaterally assigned to the Agent for the benefit of the Secured Parties all right, title and interest of the Borrowers in the Hedge Collateral. The Borrowers each acknowledge that, as a result of that collateral assignment, no Borrower may, without the prior written consent of the Agent (unless a Lender is the Hedge Counterparty and such Hedge Counterparty is a “Defaulting Party” under the Hedging Agreement or Hedge Transaction), exercise any rights under any Hedging Agreement to which it is at any time party will be in or Hedge Transaction, except for the form of the ISDA 1992 Master Agreement or the ISDA 2002 Master Agreement, as the case may be, and will provide for Second Method (that is, two way payments) in the event of a termination of any hedging transaction entered into under such Hedging Agreement whether upon a Termination Event or an Event of Default (as defined therein); (ii) if any hedging transaction Borrowers’ right under any Hedging Agreement to which any Obligor is a party is terminated and a settlement amount or other amount falls due from a Hedging Bank to any Obligor then, if any of the Transaction Security has become enforceable, that amount shall be paid by such Hedging Bank to the Security Agent and treated as proceeds of enforcement of the Transaction Security for application in the order prescribed by Clause 29.12 (Application of Proceeds by Security Agent); (iii) each Hedging Agreement (and any amendment to any Hedging Agreement) shall be delivered to the Agent as soon as reasonably practicable after it has been entered into; (iv) the Hedging Agreements to which they are party will not (unless the Majority Lenders have otherwise consented in writing) be amended, varied or supplemented in a manner which would result in: (A) any payment under any such Hedging Agreement being required to be made by an Obligor earlier than the date originally provided for in the relevant Hedging Agreement; or (B) any Obligor becoming liable to make an additional payment (or increase an existing payment) under any such Hedging Agreement which liability does not arise from the original provisions of that Hedging Agreement, if, in either case, that would be inconsistent with the requirements of this Clause 22.9. (b) Each Hedging Bank undertakes that it will not (unless the Majority Creditors have otherwise consented in writing) demand (other than as may be necessary enter into Hedge Transactions in order to exercise meet the Borrowers’ obligations hereunder. Nothing herein shall have the effect of releasing any right to terminate or close out any hedging transaction as provided in and permitted under (c) below) payment, prepayment or repayment of, or any distribution in respect of, or on account of, Borrower from any of the its obligations of the relevant Obligor to it under any Hedging Agreement to which it is party in cash or in kind except: any Hedge Transaction, nor be construed as requiring the consent of the Agent or any Secured Party for the performance by any Borrower of any such obligations. The Borrowers agree that they will not (i) for payments arising enter into any Hedge Transaction that would subject any portion or all of the Collateral to regulation under the terms of any Hedging Agreement to which it is party Commodity Exchange Act or the rules thereunder (without regard to any amendments made after collectively, the date of such Hedging Agreement prohibited by subparagraph (a)(iv) of this Clause 22.9“Act”); and/or , and (ii) for take any action that would cause the proceeds of enforcement Calculation Agent or the Paying Agent to be required to register as a commodity pool operator under the Act. The Borrowers agree to defend, indemnify and hold harmless the Secured Parties in connection with any breach of the Security Documents received and applied in the order permitted by Clause 29.12 (Application of Proceeds by Security Agent); and/or (iii) payments due under any Hedging Agreement to which it is a party which has been terminated or closed-out by the relevant Obligor or by the relevant Hedging Bank (and if by the relevant Hedging Bank such termination or close out is permitted under paragraph (c) below).Borrowers’ obligations hereunder. 53570.000371 EMF_US 44362017v35 (c) Each Hedging Bank undertakes The Borrowers agree that it they will not (unless the Majority Creditors have otherwise consented in writingi) exercise enter into any right to terminate Hedge Transaction that would subject any portion or close out any hedging transaction under any Hedging Agreements to which it is party prior to its stated maturity (whether by reason all of the Obligor counterparty becoming a Defaulting Party Collateral to regulation under the Commodity Exchange Act or Affected Party the rules thereunder (each as defined therein) or otherwise) unless: (i) such Obligor has defaulted on a payment due under such Hedging Agreementcollectively, after allowing for any required notice and any applicable days of gracethe "Act"), and such default continues for more than 14 days after notice of such default being given to the Agent; or (ii) an Illegalitytake any action that would cause the Trustee, a Tax Event or a Tax Event upon Merger (each as defined in the ISDA 1992 Master Agreement Calculation Agent or the ISDA Master Agreement 2002Paying Agent to be required to register as a commodity pool operator under the Act. The Borrowers agree to defend, as indemnify and hold harmless the case may be) has occurred; or (iii) the Agent has served a notice under Clause 23.18 (Acceleration); (iv) an Event of Default under Clauses 23.6 (Insolvency) or 23.7 (Insolvency proceedings) of this Agreement (as Secured Parties in force at the date of this Agreement) has occurred; or (v) all Loans have been prepaid or repaid in full and the Lenders are no longer under connection with any obligation to participate in further Loans; or (vi) there is a prepayment of pursuant to Clause 8 (Prepayment and Cancellation); provided that the Hedging Bank may only exercise its right to terminate or close out that element breach of the hedging transaction (if any) which corresponds to the amount so prepaid; or (vii) the parties to the Hedging Agreement have voluntarily agreed to close out any hedging transaction in that Hedging AgreementBorrowers' obligations hereunder. (d) Each Hedging Bank will, promptly after the Agent has served a notice under Clause 23.18 (Acceleration), exercise any and all rights it may have to terminate the hedging transactions under each Hedging Agreement to which it is party, unless the Agent (acting on the instructions of the Majority Creditors) otherwise agrees or requires. (e) Each Hedging Bank agrees that (unless the Majority Creditors have otherwise agreed in writing) it will not enforce any Transaction Security or require any other person to enforce the same in respect of amounts owing under any Hedging Agreement to which it is party. (f) The provisions of this Clause 22.9 shall cease to apply after the Loans have been prepaid or repaid in full and the Lenders are under no obligation to participate in further Loans.

Hedging Arrangements. (a) ▇▇▇▇▇▇ shall provide for one or more Hedge Agreement(s) with respect to the Series 2002-A Trust Estate with an aggregate notional balance at least equal to the principal portion of the Net Investment. Each Obligor will ensure, and each Hedging Bank agrees, thatHedge Agreement shall: (i) any Hedging Agreement to which it is at any time party will be provide for payments on each Settlement Date (x) which, in the form case of a Cap Agreement, are made only by the Hedge Counterparty to the Trustee or Obligor, in an amount equal to the current notional amount of the ISDA 1992 Master Hedge Agreement or applied to the ISDA 2002 Master Agreementexcess, as if any, of the case may beBase LIBO Rate over the Hedge Rate with respect thereto, and will provide for Second Method (that is, two way paymentsy) in the event case of a termination Swap Agreement, are to be made (1) by the Hedge Counterparty to the Trustee or Obligor in an amount equal to the current notional amount of any hedging transaction entered into under the Swap Agreement applied to the Base LIBO Rate, and (2) by the Trustee or Obligor to the Hedge Counterparty in an amount equal to such Hedging Agreement whether upon a Termination Event or an Event of Default notional amount applied to the Hedge Rate with respect thereto (as defined thereinwhich amounts may be netted, with the net amount paid by one party to the other); (ii) if any hedging transaction under any Hedging Agreement to which any Obligor is a party is terminated be satisfactory in form and a settlement amount or other amount falls due from a Hedging Bank to any Obligor then, if any of the Transaction Security has become enforceable, that amount shall be paid by such Hedging Bank substance to the Security Agent and treated as proceeds of enforcement of the Transaction Security for application in the order prescribed by Clause 29.12 (Application of Proceeds by Security Agent); (iii) each Hedging Agreement (and any amendment to any Hedging Agreement) provide that all payments made by the Hedge Counterparty thereunder shall be delivered to made directly into the Agent as soon as reasonably practicable after it has been entered intoSeries 2002-A Facility Account; (iv) provide for termination at the Hedging Agreements option of the Trustee and Obligor upon release of the related Series 2002-A Contracts from the Lien of the Master Agreement; (v) require the Hedge Counterparty to find a replacement Hedge Counterparty to execute a new Hedge Agreement satisfactory to the Agent within 10 Business Days of any downgrade of the ratings of the Hedge Counterparty below the levels set forth in the definition of “Hedge Counterparty”, which they are party will not replacement must meet the qualifications set forth in the definition of “Hedge Counterparty”; and (unless the Majority Lenders have otherwise consented in writingvi) be amended, varied between the related Hedge Counterparty and the Trustee or supplemented in a manner which would result in: (A) any payment under any such Hedging Agreement being required to be made by an Obligor earlier than the date originally provided for in the relevant Hedging Agreement; or (B) any Obligor becoming liable to make an additional payment (or increase an existing payment) under any such Hedging Agreement which liability does not arise from the original provisions of that Hedging Agreement, if, in either case, that would be inconsistent with the requirements of this Clause 22.9.Obligor; (b) Each Hedging Bank undertakes In the event that it will a Hedge Counterparty no longer satisfies the ratings requirement specified in the definition thereof and does not itself find a replacement which has executed a Hedge Agreement as required under clause (unless v) of Section 3.08(a), ▇▇▇▇▇▇ shall be required, within 15 Business Days following the Majority Creditors have otherwise consented in writing) demand (other than as may be necessary in order failure of such Hedge Counterparty to exercise any right satisfy such ratings requirement, to terminate or close out any hedging transaction as provided in and permitted under (c) below) payment, prepayment or repayment of, or any distribution in respect of, or on account of, any provide a substitute Person satisfying the requirements of the obligations definition of Hedge Counterparty to be substituted as the relevant Obligor to it under any Hedging Agreement to which it is party in cash or in kind except: (i) for payments arising Hedge Counterparty under the terms of any Hedging applicable Hedge Agreement(s) or to enter into a new Hedge Agreement satisfactory to which it is party (without regard to any amendments made after the date of such Hedging Agreement prohibited by subparagraph (a)(iv) of this Clause 22.9); and/or (ii) for the proceeds of enforcement of the Security Documents received and applied in the order permitted by Clause 29.12 (Application of Proceeds by Security Agent); and/or (iii) payments due under any Hedging Agreement to which it is a party which has been terminated or closed-out by the relevant Obligor or by the relevant Hedging Bank (and if by the relevant Hedging Bank such termination or close out is permitted under paragraph (c) below). (c) Each Hedging Bank undertakes that it will The Trustee or Obligor shall not (unless the Majority Creditors have otherwise consented in writing) exercise any right to terminate or close out any hedging transaction designate an “Early Termination Date” under any Hedging Agreements to which it is party Hedge Agreement following any “Event of Default” or “Termination Event” thereunder without the prior to its stated maturity (whether by reason written consent of the Obligor counterparty becoming a Defaulting Party or Affected Party thereunder (each as defined therein) or otherwise) unless: (i) such Obligor has defaulted on a payment due under such Hedging Agreement, after allowing for any required notice and any applicable days of graceSeries Controlling Party, and must designate such default continues for more than 14 days after notice of such default being given to the Agent; or (ii) an Illegality, a Tax Event or a Tax Event upon Merger (each as defined in the ISDA 1992 Master Agreement or the ISDA Master Agreement 2002, as the case may be) has occurred; or (iii) the Agent has served a notice under Clause 23.18 (Acceleration); (iv) an Event of Default under Clauses 23.6 (Insolvency) or 23.7 (Insolvency proceedings) of this Agreement (as in force “Early Termination Event” at the date of this Agreement) has occurred; or (v) all Loans have been prepaid Series Controlling Party direction if the circumstances would permit the Trustee or repaid in full and the Lenders are no longer under any obligation Obligor to participate in further Loans; or (vi) there is then make such a prepayment of pursuant to Clause 8 (Prepayment and Cancellation); provided that the Hedging Bank may only exercise its right to terminate or close out that element of the hedging transaction (if any) which corresponds to the amount so prepaid; or (vii) the parties to the Hedging Agreement have voluntarily agreed to close out any hedging transaction in that Hedging Agreementdesignation. (d) Each Hedging Bank willThe Trustee or Obligor shall promptly forward to the Series Controlling Party a copy of any notice received from a Hedge Counterparty relating to any downgrade, promptly after the Agent has served a notice under Clause 23.18 withdrawal or suspension of such Hedge Counterparty’s (Acceleration), exercise any and all rights it may have to terminate the hedging transactions under each Hedging Agreement to which it is party, unless the Agent (acting on the instructions of the Majority Creditorsor such Hedge Counterparty’s guarantor’s) otherwise agrees or requiresratings. (e) Each Hedging Bank agrees that (unless The Trustee or Obligor shall not execute any assignment, assumption, credit support annex, extension, amendment, modification, waiver, confirmation, designation of “Reference Market Makers,” schedule or other agreement in connection with any Hedge Agreement without first obtaining the Majority Creditors have otherwise agreed in writing) it will not enforce prior written consent of the Series Controlling Party. A copy of any Transaction Security such item received by the Trustee or require Obligor, together with a copy of any other person notice or communication received by the Trustee or Obligor in connection with any Hedge Agreement shall be forwarded to enforce the same in respect Series Controlling Party promptly on receipt. Notice of amounts owing (i) any assignment or transfer by a Hedge Counterparty of any of its rights or obligations under any Hedging Hedge Agreement, (ii) any assumption, amendment, extension, modification, waiver or event of default under any Hedge Agreement, and (iii) any Hedge Counterparty entering into any new Hedge Agreement shall be given by the Trustee or Obligor to which it is partyeach Rating Agency. (f) The provisions of this Clause 22.9 shall cease to apply after the Loans have been prepaid or repaid in full and the Lenders are under no obligation to participate in further Loans.

Hedging Arrangements. (a) ▇▇▇▇▇▇ shall provide for one or more Hedge Agreement(s) with respect to the Series 2002-A Trust Estate with an aggregate notional balance at least equal to the principal portion of the Net Investment. Each Obligor will ensure, and each Hedging Bank agrees, thatHedge Agreement shall: (i) any Hedging Agreement to which it is at any time party will be provide for payments on each Settlement Date (x) which, in the form case of a Cap Agreement, are made only by the Hedge Counterparty to the Trustee, in an amount equal to the current notional amount of the ISDA 1992 Master Hedge Agreement or applied to the ISDA 2002 Master Agreementexcess, as if any, of the case may beBase LIBO Rate over the Hedge Rate with respect thereto, and will provide for Second Method (that is, two way paymentsy) in the event case of a termination Swap Agreement, are to be made (1) by the Hedge Counterparty to the Trustee in an amount equal to the current notional amount of any hedging transaction entered into under the Swap Agreement applied to the Base LIBO Rate, and (2) by the Trustee to the Hedge Counterparty in an amount equal to such Hedging Agreement whether upon a Termination Event or an Event of Default notional amount applied to the Hedge Rate with respect thereto (as defined thereinwhich amounts may be netted, with the net amount paid by one party to the other); (ii) if any hedging transaction under any Hedging Agreement to which any Obligor is a party is terminated be satisfactory in form and a settlement amount or other amount falls due from a Hedging Bank to any Obligor then, if any of the Transaction Security has become enforceable, that amount shall be paid by such Hedging Bank substance to the Security Agent Series Support Provider and treated as proceeds of enforcement of the Transaction Security for application in the order prescribed by Clause 29.12 (Application of Proceeds by Security Agent); (iii) each Hedging Agreement (and any amendment to any Hedging Agreement) provide that all payments made by the Hedge Counterparty thereunder shall be delivered to made directly into the Agent as soon as reasonably practicable after it has been entered intoSeries 2002-A Facility Account; (iv) provide for termination at the Hedging Agreements option of the Trustee upon release of the related Series 2002-A Contracts from the Lien of the Indenture; (v) require the Hedge Counterparty to find a replacement Hedge Counterparty to execute a new Hedge Agreement satisfactory to the Series Support Provider and the Agent within 10 Business Days of any downgrade of the ratings of the Hedge Counterparty below the levels set forth in the definition of "Hedge Counterparty", which they are party will not replacement must meet the qualifications set forth in the definition of "Hedge Counterparty"; and (unless the Majority Lenders have otherwise consented in writingvi) be amended, varied or supplemented in a manner which would result in: (A) any payment under any such Hedging Agreement being required to be made by an Obligor earlier than between the date originally provided for in related Hedge Counterparty and the relevant Hedging Agreement; or (B) any Obligor becoming liable to make an additional payment (or increase an existing payment) under any such Hedging Agreement which liability does not arise from the original provisions of that Hedging Agreement, if, in either case, that would be inconsistent with the requirements of this Clause 22.9.Trustee; (b) Each Hedging Bank undertakes In the event that it will a Hedge Counterparty no longer satisfies the ratings requirement specified in the definition thereof and does not itself find a replacement which has executed a Hedge Agreement as required under clause (unless v) of Section 3.08(a), ▇▇▇▇▇▇ shall be required, within 15 Business Days following the Majority Creditors have otherwise consented in writing) demand (other than as may be necessary in order failure of such Hedge Counterparty to exercise any right satisfy such ratings requirement, to terminate or close out any hedging transaction as provided in and permitted under (c) below) payment, prepayment or repayment of, or any distribution in respect of, or on account of, any provide a substitute Person satisfying the requirements of the obligations definition of Hedge Counterparty to be substituted as the relevant Obligor to it under any Hedging Agreement to which it is party in cash or in kind except: (i) for payments arising Hedge Counterparty under the terms of any Hedging applicable Hedge Agreement(s) or to enter into a new Hedge Agreement satisfactory to which it is party (without regard to any amendments made after the date of such Hedging Agreement prohibited by subparagraph (a)(iv) of this Clause 22.9); and/or (ii) for Series Support Provider and the proceeds of enforcement of the Security Documents received and applied in the order permitted by Clause 29.12 (Application of Proceeds by Security Agent); and/or (iii) payments due under any Hedging Agreement to which it is a party which has been terminated or closed-out by the relevant Obligor or by the relevant Hedging Bank (and if by the relevant Hedging Bank such termination or close out is permitted under paragraph (c) below). (c) Each Hedging Bank undertakes that it will The Trustee shall not (unless the Majority Creditors have otherwise consented in writing) exercise any right to terminate or close out any hedging transaction designate an "Early Termination Date" under any Hedging Agreements to which it is party Hedge Agreement following any "Event of Default" or "Termination Event" thereunder without the prior to its stated maturity (whether by reason written consent of the Obligor counterparty becoming a Defaulting Party or Affected Party thereunder (each as defined therein) or otherwise) unless: (i) such Obligor has defaulted on a payment due under such Hedging Agreement, after allowing for any required notice and any applicable days of graceSeries Controlling Party, and must designate such default continues for more than 14 days after notice of such default being given to the Agent; or (ii) an Illegality, a Tax Event or a Tax Event upon Merger (each as defined in the ISDA 1992 Master Agreement or the ISDA Master Agreement 2002, as the case may be) has occurred; or (iii) the Agent has served a notice under Clause 23.18 (Acceleration); (iv) an Event of Default under Clauses 23.6 (Insolvency) or 23.7 (Insolvency proceedings) of this Agreement (as in force "Early Termination Event" at the date of this Agreement) has occurred; or (v) all Loans have been prepaid or repaid in full and Series Controlling Party direction if the Lenders are no longer under any obligation circumstances would permit the Trustee to participate in further Loans; or (vi) there is then make such a prepayment of pursuant to Clause 8 (Prepayment and Cancellation); provided that the Hedging Bank may only exercise its right to terminate or close out that element of the hedging transaction (if any) which corresponds to the amount so prepaid; or (vii) the parties to the Hedging Agreement have voluntarily agreed to close out any hedging transaction in that Hedging Agreementdesignation. (d) Each Hedging Bank will, promptly after the Agent has served a notice under Clause 23.18 (Acceleration), exercise any and all rights it may have to terminate the hedging transactions under each Hedging Agreement to which it is party, unless the Agent (acting on the instructions of the Majority Creditors) otherwise agrees or requires. (e) Each Hedging Bank agrees that (unless the Majority Creditors have otherwise agreed in writing) it will not enforce any Transaction Security or require any other person to enforce the same in respect of amounts owing under any Hedging Agreement to which it is party. (f) The provisions of this Clause 22.9 shall cease to apply after the Loans have been prepaid or repaid in full and the Lenders are under no obligation to participate in further Loans.