Common use of Hedging Arrangements Clause in Contracts

Hedging Arrangements. (a) From the date of this Agreement until the Closing Date, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the bank counterparties to each aluminum or aluminum premium hedge that has been entered into at the request of a counterparty to a Customer Contract, a Fixed Price Customer Contract or Supplier Contract that is exclusively related to the Business and to which such counterparty is bearing a corresponding economic adjustment that will be realized to the benefit or detriment of Purchaser (each, a “Back-to-Back Business Hedge”), all consents required to transfer and novate such Back-to Back Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Back-to Back Business Hedge and, if applicable, Seller Guarantees, and, to the extent such consents are obtained, Purchaser shall assume, from and after the Closing, all rights, liabilities, duties and obligations under each such Back-to-Back Business Hedge. (b) In the event that any of the Back-to-Back Business ▇▇▇▇▇▇ is not transferred and novated to Purchaser or its Affiliate as of the Closing Date in accordance with Section 4.22(a) (any Back-to-Back Business Hedge not so transferred and novated, an “Unassumed Back-to-Back Hedge”), Seller and Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time prior to the Closing Date to early terminate each such Unassumed Back-to-Back Hedge prior to the Closing Date, and (i) with respect to Unassumed Back-to-Back ▇▇▇▇▇▇ that are early terminated at a net loss, (A) Purchaser shall designate losses in an amount not to exceed $16.5 million (the “Capped Back-to-Back Hedge Termination Loss”) to be included as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6 and (B) any losses in excess of the Capped Back-to-Back Hedge Termination Loss not so designated shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment under the Unassumed Back-to-Back Hedge to which the particular loss relates had the Unassumed Back-to-Back Hedge not been early terminated, or (ii) with respect to any Unassumed Back-to-Back Hedge that is early terminated at a net gain, the amount of such gain shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6. (c) From the date of this Agreement until the Closing Date, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the bank counterparties to each currency and other hedge that is exclusively related to the Business and that Seller and Purchaser have agreed to novate (each, an “Other Business Hedge”), all consents required to transfer and novate such Other Business Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Other Business Hedge and, if applicable, Seller Guaranties, and, to the extent such consents are obtained, Purchaser shall assume, from and after the Closing, all rights, liabilities, duties and obligations under each such Other Business Hedge. (d) In the event that an Other Business Hedge is transferred and novated to Purchaser or its Affiliate in accordance with Section 4.22(c), Seller and Purchaser shall ▇▇▇▇-to-market such Other Business Hedge as of the Closing Date and (i) with respect to such Other Business Hedge that reflects a loss position as of the Closing Date, the amount of such loss position shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6 and (ii) with respect to such Other Business Hedge that reflects a positive position as of the Closing Date, the amount of such positive position shall be included as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6. (e) In the case of a Back-to-Back Business Hedge that relates both to one or more Transferred Contracts and one or more Contracts that are Excluded Assets (each a “Shared Back-to-Back Hedge”), Seller and Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time to early terminate that portion of such Shared Back-to-Back Hedge that is related to a Transferred Contract prior to the Closing Date, and (i) with respect to any such portion of Shared Back-to-Back ▇▇▇▇▇▇ that are early terminated at a net loss, (A) Purchaser shall designate losses in an amount that, together with any losses included pursuant to Section 4.22(b) as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6, shall not exceed the Capped Back-to-Back Hedge Termination Loss, to be included as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6 and (B) any losses in excess of the Capped Back-to-Back Hedge Termination Loss shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment to its counterparty under the Shared Back-to-Back Hedge to which the particular loss relates had the Shared Back-to-Back Hedge not been early terminated, or (ii) with respect to any such portion of a Shared Back-to-Back Hedge that is early terminated at a net gain, the amount of such gain shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6.

Hedging Arrangements. The Debtor shall (a) From at or prior to the date time of any Receivables Delivery, provide to the Note Insurer, and the Collateral Agent an Officer’s Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Agreement until Section 5.3 as set forth below, and (b) in connection with any Servicer’s Certificate provided hereunder and to the Closing extent not previously provided, provide an executed copy of all existing Hedging Arrangements, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount equal to the Required Notional Amount, and if such Hedging Arrangement is a swap, not greater than the Net Investment related to such swap. On each Delivery Date, each the notional balance of Seller the Hedging Arrangement shall be in an amount equal to the Required Notional Amount and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables to be added in connection with such Funding). The form, structure and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the bank counterparties counterparty to each aluminum or aluminum premium hedge that has been entered into Hedging Arrangement shall be acceptable to the Note Insurer (and which, unless such Hedging Agreement is a cap agreement, shall be submitted to the Note Insurer for its prior review) and must be in full force and effect at all times during which the request Net Receivables Balance is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Customer ContractHedging Arrangement shall have a long-term unsecured debt rating from Moody’s and S&P of at least “A2” and “A,” respectively. With respect to any Hedging Arrangement, a Fixed Price Customer Contract or Supplier Contract that is exclusively related to the Business and to which such counterparty is bearing a corresponding economic adjustment that will be realized to the benefit or detriment of Purchaser (each, a “Back-to-Back Business Hedge”), all consents required to transfer and novate such Back-to Back Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Back-to Back Business Hedge and, if applicable, Seller Guarantees, and, to the extent such consents are obtained, Purchaser shall assume, from i) on and after the Closingoccurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, all rightsthe Note Insurer shall have the right, liabilitiesin its sole discretion, duties to direct the Debtor’s actions with respect thereto and obligations under each such Back-to-Back Business Hedge. (bii) In the event that any related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the Back-to-Back Business ▇▇▇▇▇▇ is not transferred and novated to Purchaser or its Affiliate as of following requirements (each interest rate cap agreement meeting the Closing Date in accordance with Section 4.22(a) (any Back-to-Back Business Hedge not so transferred and novatedfollowing requirements, an “Unassumed Back-to-Back HedgeInterest Rate Cap” and collectively, the “Interest Rate Caps”), Seller and Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time prior to the Closing Date to early terminate each such Unassumed Back-to-Back Hedge prior to the Closing Date, and ): (i) with respect any such counterparty thereto not rated at least “A” by S&P or “A2” by Moody’s shall be approved in writing by the Note Insurer, Moody’s and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to Unassumed Back-to-Back ▇▇▇▇▇▇ that are early terminated the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a net loss, level that will not result in a Net Spread Deficiency; (Aiv) Purchaser all amounts payable by the counterparty thereunder shall designate losses in an amount not be required to exceed $16.5 million (the “Capped Back-to-Back Hedge Termination Loss”) to be included as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6 and (B) any losses in excess of the Capped Back-to-Back Hedge Termination Loss not so designated shall be paid by Purchaser such counterparty directly to Seller at the time that Seller would have otherwise been required Collection Account; (v) the notional amount thereunder shall amortize according to make payment under the Unassumed Back-to-Back Hedge to which the particular loss relates had the Unassumed Back-to-Back Hedge not been early terminated, or (ii) with respect to any Unassumed Back-to-Back Hedge that is early terminated at a net gain, the amount of such gain shall be included as a liability for purposes scheduled amortization of the calculation of Net Debt pursuant to Section 1.6. (c) From Receivables funded on the date of this Agreement until the Closing Date, each of Seller related Delivery Date assuming zero prepayments and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the bank counterparties to each currency and other hedge that is exclusively related to the Business and that Seller and Purchaser have agreed to novate (each, an “Other Business Hedge”), all consents required to transfer and novate such Other Business Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Other Business Hedge and, if applicable, Seller Guaranties, and, to the extent such consents are obtained, Purchaser shall assume, from and after the Closing, all rights, liabilities, duties and obligations under each such Other Business Hedge. (d) In the event that an Other Business Hedge is transferred and novated to Purchaser or its Affiliate in accordance with Section 4.22(c), Seller and Purchaser shall ▇▇▇▇-to-market such Other Business Hedge as of the Closing Date and (i) zero defaults with respect to such Other Business Hedge that reflects a loss position as of Receivables; (vi) the Closing Date, the aggregate notional amount of such loss position Hedging Arrangement together with all other Hedging Arrangements then in effect must equal the Required Notional Amount; (vii) such Hedging Arrangement must be in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (viii) the Effective Date shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6 and (ii) with respect to such Other Business Hedge that reflects a positive position as of the Closing Date, the amount of such positive position shall be included as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6. (e) In the case of a Back-to-Back Business Hedge that relates both to one or more Transferred Contracts and one or more Contracts that are Excluded Assets (each a “Shared Back-to-Back Hedge”), Seller and Purchaser shall, not no later than the tenth (10th) Business Day prior to the Closing Delivery Date, agree on a time to early terminate that portion of such Shared Back-to-Back Hedge that is related to a Transferred Contract prior to the Closing Date, and (i) with respect to any such portion of Shared Back-to-Back ▇▇▇▇▇▇ that are early terminated at a net loss, (A) Purchaser shall designate losses in an amount that, together with any losses included pursuant to Section 4.22(b) as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6, shall not exceed the Capped Back-to-Back Hedge Termination Loss, to be included as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6 and (B) any losses in excess of the Capped Back-to-Back Hedge Termination Loss shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment to its counterparty under the Shared Back-to-Back Hedge to which the particular loss relates had the Shared Back-to-Back Hedge not been early terminated, or (ii) with respect to any such portion of a Shared Back-to-Back Hedge that is early terminated at a net gain, the amount of such gain shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6.

Hedging Arrangements. (a) From the date of this Agreement until the Closing DateWith respect to any Receivables acquired by Seller which are denominated in a currency other than U.S. Dollars, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam procure and its Affiliates to, use commercially reasonable efforts to obtain from maintain in full force and effect at all times Eligible Hedging Arrangements in an aggregate notional amount not less than the bank counterparties to each aluminum or aluminum premium hedge that has been entered into Aggregate Capital at the request of a counterparty to a Customer Contract, a Fixed Price Customer Contract or Supplier Contract that is exclusively related to the Business and to which such counterparty is bearing a corresponding economic adjustment that will be realized to the benefit or detriment of Purchaser (each, a “Back-to-Back Business Hedge”), all consents required to transfer and novate such Back-to Back Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Back-to Back Business Hedge and, if applicable, Seller Guarantees, and, to the extent such consents are obtained, Purchaser shall assume, from and after the Closing, all rights, liabilities, duties and obligations under each such Back-to-Back Business Hedgetime. (b) In On the event that any date of the Back-to-Back Business ▇▇▇▇▇▇ is not transferred and novated each Incremental Purchase of a Purchaser Interest in relation to Purchaser or its Affiliate as of the Closing Date Receivables denominated in accordance with Section 4.22(a) (any Back-to-Back Business Hedge not so transferred and novated, an “Unassumed Back-to-Back Hedge”)a currency other than U.S. Dollars, Seller and Purchaser shall, not later than the tenth shall procure Hedging Arrangements that include a forward exchange contract (10th) Business Day prior to the Closing Date, agree on a time prior to the Closing Date to early terminate each such Unassumed Back-to-Back Hedge prior to the Closing Date, and (i) with respect to Unassumed Back-to-Back ▇▇▇▇▇▇ that are early terminated at a net loss, (A) Purchaser shall designate losses in an amount not to exceed $16.5 million (the “Capped Back-to-Back Hedge Termination LossForward Exchange Contract”) to be included as an asset for purposes of contemplating settlement on the calculation of Net Debt pursuant to Section 1.6 and (B) any losses in excess of Weekly Settlement Date following the Capped Back-to-Back Hedge Termination Loss not so designated shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment under the Unassumed Back-to-Back Hedge to which the particular loss relates had the Unassumed Back-to-Back Hedge not been early terminated, or (ii) with respect to any Unassumed Back-to-Back Hedge that is early terminated at a net gain, the amount date of such gain shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6Incremental Purchase. (c) From the date of this Agreement until the Closing Thereafter, on each Weekly Reporting Date, each of Seller and Purchaser shall, and shall cause their respective Affiliates tothe Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, and Seller with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from contemplate settlement on the bank counterparties to each currency and other hedge that is exclusively related to the Business and that Seller and Purchaser have agreed to novate (each, an “Other Business Hedge”), all consents required to transfer and novate such Other Business Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Other Business Hedge and, if applicable, Seller Guaranties, and, to the extent such consents are obtained, Purchaser shall assume, from and after the Closing, all rights, liabilities, duties and obligations under each such Other Business Hedgethen next following Weekly Settlement Date. (d) In All reports relating to the event that an Other Business Hedge is transferred and novated to Purchaser or its Affiliate in accordance with Section 4.22(c), Seller and Purchaser shall ▇▇▇▇-to-market such Other Business Hedge as of the Closing Date and Receivables (i) with respect to such Other Business Hedge that reflects a loss position as of the Closing Date, the amount of such loss position shall be included as a liability for purposes of the calculation of Net Debt whether pursuant to Section 1.6 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (ii) with respect to such Other Business Hedge that reflects a positive position as of the Closing Date, the amount of such positive position shall be included as an asset for purposes of the calculation of Net Debt whether pursuant to Section 1.62.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into U.S. Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) In Seller hereby assigns, as part of the case Related Security, Purchaser Interests in all of a Back-to-Back Business Hedge that relates both its right, title and interest in, to one and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more Transferred Contracts and one or more Contracts that are Excluded Assets (fully protect the assignment contemplated herein, including, without limitation, providing notice to each a “Shared Back-to-Back Hedge”), Seller and Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time to early terminate that portion of such Shared Back-to-Back Hedge that is related to a Transferred Contract prior to the Closing Date, and (i) with respect to any such portion of Shared Back-to-Back ▇▇▇▇▇▇ that are early terminated at a net loss, (A) Purchaser shall designate losses in an amount that, together with any losses included pursuant to Section 4.22(b) as an asset for purposes Counterparty of the calculation of Net Debt pursuant to Section 1.6, shall not exceed the Capped Back-to-Back Hedge Termination Loss, to be included as an asset for purposes interests of the calculation of Net Debt pursuant to Section 1.6 Agent and (B) any losses in excess of the Capped Back-to-Back Hedge Termination Loss shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment to its counterparty under the Shared Back-to-Back Hedge to which the particular loss relates had the Shared Back-to-Back Hedge not been early terminated, or (ii) with respect to any such portion of a Shared Back-to-Back Hedge that is early terminated at a net gain, the amount of such gain shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6Purchasers hereunder.

Hedging Arrangements. (a) From the date of this Agreement until the Closing Date, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the bank counterparties to each aluminum or aluminum premium hedge that has been entered into at the request of a counterparty to a Customer Contract, a Fixed Price Customer Contract or Supplier Contract that is exclusively related to the Business and to which such counterparty is bearing a corresponding economic adjustment that will be realized to the benefit or detriment of Purchaser (each, a “Back-to-Back Business Hedge”), all consents required to transfer and novate such Back-to Back Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Back-to Back Business Hedge and, if applicable, Seller Guarantees, and, to the extent such consents are obtained, Purchaser shall assume, from and after the Closing, all rights, liabilities, duties and obligations under each such Back-to-Back Business Hedge. (b) In the event that any of the Back-to-Back Business ▇▇▇▇▇▇ is not transferred and novated to Purchaser or its Affiliate as of the Closing Date in accordance with Section 4.22(a) (any Back-to-Back Business Hedge not so transferred and novated, an “Unassumed Back-to-Back Hedge”), Seller and Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time prior to the Closing Date to early terminate each such Unassumed Back-to-Back Hedge prior to the Closing Date, and (i) with respect to Unassumed Back-to-Back ▇▇▇▇▇▇ that are early terminated at a net loss, (A) Purchaser shall designate losses in an amount not to exceed $16.5 million (the “Capped Back-to-Back Hedge Termination Loss”) to be included as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6 and (B) any losses in excess of the Capped Back-to-Back Hedge Termination Loss not so designated shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment under the Unassumed Back-to-Back Hedge to which the particular loss relates had the Unassumed Back-to-Back Hedge not been early terminated, or (ii) with respect to any Unassumed Back-to-Back Hedge that is early terminated at a net gain, the amount of such gain shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6. (c) From the date of this Agreement until the Closing Date, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the bank counterparties to each currency and other hedge that is exclusively related to the Business and that Seller and Purchaser have agreed to novate (each, an “Other Business Hedge”), all consents required to transfer and novate such Other Business Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Other Business Hedge and, if applicable, Seller Guaranties, and, to the extent such consents are obtained, Purchaser shall assume, from and after the Closing, all rights, liabilities, duties and obligations under each such Other Business Hedge. (d) In the event that an Other Business Hedge is transferred and novated to Purchaser or its Affiliate in accordance with Section 4.22(c), Seller and Purchaser shall ▇▇▇▇-to--to- market such Other Business Hedge as of the Closing Date and (i) with respect to such Other Business Hedge that reflects a loss position as of the Closing Date, the amount of such loss position shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6 and (ii) with respect to such Other Business Hedge that reflects a positive position as of the Closing Date, the amount of such positive position shall be included as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6. (e) In the case of a Back-to-Back Business Hedge that relates both to one or more Transferred Contracts and one or more Contracts that are Excluded Assets (each a “Shared Back-to-Back Hedge”), Seller and Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time to early terminate that portion of such Shared Back-to-to- Back Hedge that is related to a Transferred Contract prior to the Closing Date, and (i) with respect to any such portion of Shared Back-to-Back ▇▇▇▇▇▇ that are early terminated at a net loss, (A) Purchaser shall designate losses in an amount that, together with any losses included pursuant to Section 4.22(b) as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6, shall not exceed the Capped Back-to-Back Hedge Termination Loss, to be included as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6 and (B) any losses in excess of the Capped Back-to-Back Hedge Termination Loss shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment to its counterparty under the Shared Back-to-Back Hedge to which the particular loss relates had the Shared Back-to-Back Hedge not been early terminated, or (ii) with respect to any such portion of a Shared Back-to-Back Hedge that is early terminated at a net gain, the amount of such gain shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6.