Common use of Hedge Agreement Clause in Contracts

Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide an interest rate cap with the terms described in this Section 4.7. When all Series 2008-A Notes have been paid in full, the Issuer shall terminate the Hedge Agreement. The Hedge Agreement shall meet the following requirements: (a) the Hedge Agreement shall provide an interest rate cap for a notional amount at least equal to the Notes Principal Amount as of the Initial Advance Date and such notional amount shall amortize on a monthly basis for a term equal to the actual amortization schedule of payments on the Pledged Loans assuming a schedule of payments and prepayments mutually determined by the Servicer, the Issuer and the Deal Agent at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Servicer and/or its Affiliates, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers); (b) the Issuer shall, as of each Payment Date and Note Increase Date, cause the notional amount of the Hedge Agreement to be adjusted to reflect any increase or decrease in the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on such Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to the Notes Principal Amount; the Issuer shall also, on the date of any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or release of Pledged Loans; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Pledged Loan; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. References in this Section 4.7 or otherwise in this Indenture to a notional amount equal to the Notes Principal Amount shall allow for rounding to the nearest $1,000.

Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide an interest rate cap a Hedge Agreement with the terms described in this Section 4.76.07. When all Series 2008-A Notes have been paid in full, the Issuer shall terminate the Hedge Agreement. The Hedge Agreement shall meet the following requirements: (a) the Hedge Agreement shall provide an interest rate cap for a notional amount at least equal to 90% of the Notes Principal Amount as of the Initial Advance Date and such notional amount shall amortize on a monthly basis for a term equal to the actual amortization schedule of payments on the Series 2002-1 Pledged Loans assuming a schedule of payments and prepayments mutually determined by the Master Servicer, the Issuer and the Deal Agent at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Master Servicer and/or its Affiliates, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers); (b) the Issuer shall, as of each Payment Date and Note Increase Date, cause the notional amount of the Hedge Agreement to be adjusted to reflect any increase or decrease in the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on such each Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to 90% of the Notes Principal Amount; the Issuer shall also, on the date as of any addition or release of Pledged Loans each Payment Date adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under following the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or and release of Series 2002-1 Pledged LoansLoans as of each Payment Date; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date interest rate cap shall be paid as a Net Hedge Payment under Provision THIRD of Section 4.16.01; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Series 2002-1 Pledged LoanLoans; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. . (e) References in this Section 4.7 6.07 or otherwise in this Indenture Supplement to a notional amount equal to 90% of the Notes Principal Amount shall allow for rounding to the nearest $1,000.

Hedge Agreement. The Issuer (a) Within twenty (20) Business Days following the occurrence of a Hedging Trigger Event, Borrowers shall enter into and maintain one or more Hedge Agreements with one or more Acceptable Counterparties with an aggregate notional amount for all such Hedge Agreements equal to the Hedge Notional Amount and, in the case of an interest rate cap, with cap rate equal to the Strike Price; provided that if any Pre-Trigger Hedge Agreements are outstanding upon the occurrence and during the continuation of a Hedging Trigger Event, the required Hedge Notional Amount will be reduced by the aggregate notional amount of all such Pre-Trigger Hedge Agreements for so long as such Pre-Trigger Hedge Agreements are outstanding. Any such Hedge Agreements shall be required to meet the criteria set forth in this Section 2.3.8. (b) Each Hedge Agreement shall, unless otherwise agreed in writing between the Administrative Agent and the applicable Borrower, (i) be at all timestimes an interest rate cap or swap agreement in a form and substance reasonably acceptable to Administrative Agent, (ii) be with an Acceptable Counterparty, (iii) direct such Acceptable Counterparty to deposit directly into the Collection Account any amounts due to Borrowers under such Hedge Agreement so long as any Series 2008portion of the Debt exists, provided that the Debt shall be deemed to exist with respect to a Property if such Property is transferred by judicial or non-A Notes remain unpaidjudicial foreclosure or deed-in-lieu thereof, provide an interest rate cap with the terms described in this Section 4.7. When all Series 2008-A Notes have been paid in full, the Issuer shall terminate the Hedge Agreement. The Hedge Agreement shall meet the following requirements: (aiv) the Hedge Agreement shall provide an interest rate cap be for a notional amount period at least equal to the Notes Principal Amount as term of the Initial Advance Date Loan and such notional amount shall amortize on a monthly basis for a term equal (v) be collaterally assigned to the actual amortization schedule Administrative Agent. (c) Each Borrower shall comply with all of payments on its obligations under the Pledged Loans assuming terms and provisions of any Hedge Agreements. All amounts paid by each Acceptable Counterparty under each Hedge Agreement to Borrowers, Administrative Agent or Lenders shall be deposited immediately into the Collection Account. Borrowers shall take all actions reasonably requested by Administrative Agent to enforce Lenders’ rights under each Hedge Agreement in the event of a schedule of payments and prepayments mutually determined default by the Servicerrelated Acceptable Counterparty and shall not, without the Issuer prior written consent of the Administrative Agent, waive, amend or otherwise modify any of their rights thereunder, other than waivers, amendments and modifications that do not pertain to the economic terms of such Hedge Agreement and would not materially impact the rights of the Administrative Agent or the Lenders hereunder. Any amendment or modification to any Hedge Agreement shall require ten (10) Business Days’ prior written notice to the Administrative Agent, and any change in the termination date, events of defaults or termination events in any Hedge Agreement shall be deemed to materially impact the rights of the Administrative Agent and the Deal Agent at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Servicer and/or its Affiliates, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers);Lenders hereunder. (bd) In the Issuer shall, as of each Payment Date and Note Increase Date, cause the notional amount of event the Hedge Agreement counterparty ceases to be adjusted qualify as an Acceptable Counterparty, and the Hedging Trigger Event is then continuing, Borrowers shall within thirty (30) days either (i) cause such counterparty to reflect any increase or decrease in assign its obligations under the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on such Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to the Notes Principal Amount; the Issuer shall also, on the date of any addition or release of Pledged Loans adjust the related Hedge Agreement to reflect a new Acceptable Counterparty or obtain a guarantor (with such form of guarantee meeting S&P’s then current criteria) that meets the Required Cap Ratedefinition of Acceptable Counterparty, adjustments or (ii) enter into a Replacement Hedge Agreement with an Acceptable Counterparty meeting the requirements of this Section 2.3.8. (e) In the event that Borrowers fail to the termination date of the purchase and deliver to Administrative Agent any Hedge Agreement or fail to maintain any Hedge Agreement in accordance with subsection (c) the terms and provisions of this Section 4.7 Agreement following notice and adjustments to cure periods set forth in this Agreement, and the amortization schedule under Hedging Trigger Event is then continuing, the Administrative Agent may purchase such Hedge Agreement and the cost incurred by the Administrative Agent in accordance with subsection (a) of this Section 4.7 following purchasing such addition or release of Pledged Loans; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by Borrowers to Lenders with interest thereon at the Issuer Default Rate from the proceeds date such cost was incurred by Administrative Agent until such cost is reimbursed by Borrowers to Administrative Agent. In the event the Administrative Agent purchases a Hedge Agreement pursuant to the immediately preceding sentence, the Administrative Agent shall notify Borrowers of such purchase. (f) In connection with each Hedge Agreement, Borrowers shall (a) obtain and deliver to Administrative Agent a resolution, incumbency certificate, consent or other evidence of the related IncreaseAcceptable Counterparty’s authorization of the delivery of the Hedge Agreement, in each case in a form reasonably acceptable to Administrative Agent and (iib) upon request, reasonably cooperate with the Administrative Agent’s efforts to obtain an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty, upon which Administrative Agent and its successors and assigns may rely in form and substance reasonably acceptable to the Administrative Agent. (g) At any time on any Release or after the Closing Date and prior to a Hedging Trigger Event, one or more Borrowers, on behalf of all Borrowers, may enter into one or more Pre-Trigger Hedge Agreements, which in each case, shall be paid collaterally assigned to the Administrative Agent in accordance with the terms hereof and shall be secured by the Issuer Collateral and (iii) on a Payment Date that is not also a Note Increase Date paid in accordance with the priority of payments set forth in Section 2.11.4. Borrowers shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (c) comply with the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Pledged Loan; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. References covenants and requirements set forth in this Section 4.7 or otherwise in this Indenture 2.3.8 with respect to a notional amount equal to the Notes Principal Amount shall allow for rounding to the nearest $1,000each such Pre-Trigger Hedge Agreement.

Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide an interest rate cap with the terms described in this Section 4.7. When all Series 2008-A Notes have been paid in full, the Issuer shall terminate the Hedge Agreement. The Hedge Agreement shall meet the following requirements: (a) Not later than ninety (90) days after (i) the Hedge Agreement shall provide an interest rate cap Closing Date with respect to the Initial Term Borrowing, and (ii) each Delayed Draw Borrowing Date with respect to any Delayed Draw Borrowing, enter into and maintain at all times thereafter for a notional period of not less than two years, Hedge Agreements with Persons acceptable to the Administrative Agent, in an amount sufficient to cause at least equal to fifty percent (50%) of the Notes Principal Amount as sum of the aggregate initial principal amounts of the Initial Advance Date and such notional amount shall amortize on a monthly basis for a term equal Term Loans funded hereunder to the actual amortization schedule of payments on the Pledged Loans assuming a schedule of payments and prepayments mutually determined by the Servicer, the Issuer and the Deal Agent at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Servicer and/or its Affiliates, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers);fixed rate Indebtedness. (b) Not later than ninety (90) days (or such later date as may be determined by the Issuer shall, as Administrative Agent in its sole discretion) after the closing date of each Payment Date Shared Services Party Credit Facility that is guaranteed by a Credit Party, satisfy the Shared Services Party Hedging Requirement, it being understood and Note Increase Dateagreed that the Administrative Agent, cause in its sole discretion, may waive the notional amount Shared Services Party Hedging Requirement with respect to any Shared Services Party Credit Facility except for the Albany Credit Facility.” (j) Section 8.17 of the Hedge Credit Agreement is hereby amended by adding the phrase “, but shall include any Shared Services Party (and its respective Subsidiaries) whose results of operations are otherwise consolidated with Holdings and its Subsidiaries for purposes of GAAP” immediately before the period at the end of such Section. (k) Section 8.20 of the Credit Agreement is hereby amended by adding the phrase “, Guaranty Obligations of the Credit Parties with respect to be adjusted Shared Services Party Credit Facilities to reflect any increase or decrease the extent permitted by Section 9.1” after the reference to “Subsidiary Guaranty” in the Notes Principal Amount as second sentence of such Payment Date or Note Increase Date so that the adjusted notional amount Section. (l) Section 9.1 of the Hedge Credit Agreement shall on such Payment Date is hereby amended by deleting the “and” following subsection (k) thereof, replacing the period following subsection (l) thereof with “; and” and Note Increase Date adding the following subsection (after giving effect to the Increase on such datem) be an amount at least equal to the Notes Principal Amount; the Issuer shall also, on the date of any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date thereto: (m) Guaranty Obligations of the Hedge Agreement in accordance Credit Parties with subsection (c) of this Section 4.7 and adjustments respect to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or release of Pledged Loansany Shared Services Party Credit Facility; any additional Premium due for the adjustments to the Hedge Agreement provided that (i) on any Note Increase Date date of determination, the aggregate outstanding principal amount of all Shared Services Party Credit Facilities that are supported by such Guaranty Obligations that are secured by a Lien on the Collateral (excluding Guaranty Obligations with respect to the Albany Credit Facility) shall be paid by not exceed $50,000,000 less the Issuer from the proceeds aggregate original principal amount of the related Increase, all Incremental Commitments and Incremental Loans made pursuant to Section 5.13 and (ii) the terms and conditions of each Shared Services Party Credit Facility that is supported by such Guaranty Obligations (which shall include the delivery of material notices thereunder, on terms and conditions substantially similar to the delivery of such material notices thereunder to the administrative agent or, if none, any Release Date lender party to such Shared Services Party Credit Facility, to the Administrative Agent, which shall promptly make such information available to the Lenders in accordance with its customary practice) and each agreement executed by a Credit Party in connection therewith, including, without limitation, any agreement in connection with such Guaranty Obligations incurred in connection with such Shared Services Party Credit Facility, any documents entered into by a Credit Party in connection with a Shared Services Party Acquisition (including any such documents which are entered into with the applicable Shared Services Party in connection with the applicable Sharing Arrangement), shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (c) the Hedge Agreement shall have a termination date equal reasonably satisfactory to the final maturity date of the latest maturing Pledged Loan; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. References in this Section 4.7 or otherwise in this Indenture to a notional amount equal to the Notes Principal Amount shall allow for rounding to the nearest $1,000Administrative Agent.”

Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide an interest rate cap with the terms described in this Section 4.7. When all Series 2008-A Notes have been paid in full, the Issuer shall terminate the Hedge Agreement. The Hedge Agreement shall meet the following requirements: (a) the Hedge Agreement shall provide an interest rate cap for a notional amount at least equal to the Notes Principal Amount as of the Initial Advance Date and such notional amount shall amortize on a monthly basis for a term equal to the actual amortization schedule of payments on the Pledged Loans assuming a schedule of payments and prepayments mutually determined by the Servicer, the Issuer and the Deal Agent at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Servicer and/or its Affiliates, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers); (b) the Issuer shall, as of each Payment Date and Note Increase Date, cause the notional amount of the Hedge Agreement to be adjusted to reflect any increase or decrease in the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on such Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to the Notes Principal Amount; the Issuer shall also, on the date of any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or release of Pledged Loans; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Pledged Loan; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate simple average of Adjusted Daily Simple SOFR for each calendar day in such Accrual Period was greater than the Required Cap Rate. 57 References in this Section 4.7 or otherwise in this Indenture to a notional amount equal to the Notes Principal Amount shall allow for rounding to the nearest $1,000.

Hedge Agreement. (a) The Issuer shall shall, at all times, so long as any Series 2008-A the Notes remain unpaid, provide Hedge Agreements in accordance with the terms described below in this Section 3.03. The Hedge Agreements shall meet the following requirements (the “Hedge Requirements”): (i) each Hedge Agreement shall either be in the form of an interest rate cap with the terms described or an interest rate swap, or a combination thereof, in this Section 4.7. When all Series 2008-A Notes have been paid in full, each case between the Issuer shall terminate the and a Qualified Hedge Agreement. The Hedge Agreement shall meet the following requirements:Counterparty, with an effective date on or prior to a Funding Date; (aii) the Hedge Agreement Agreements shall provide an interest rate cap for a notional amount at least equal to to, in the Notes Principal Amount aggregate, 90% of the Outstanding Note Balance as of the Initial Advance Funding Date and such notional amount shall amortize on a monthly basis for a term equal to in accordance with the actual amortization schedule of payments on the Pledged Loans assuming a schedule of payments and prepayments mutually determined by the Servicer, the Issuer and the Deal Agent at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Servicer and/or its Affiliates, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers)Hedge Amortization Schedule; (biii) the Issuer shall, as of each Payment Date and Note Increase Funding Date, cause the notional amount of the Hedge Agreement Agreements to be adjusted or enter into new Hedge Agreements to reflect any increase or decrease in the Notes Principal Amount Outstanding Note Balance as of such Payment Date or Note Increase Funding Date so that the adjusted notional amount of the Hedge Agreement Agreements shall on such Payment Date and Note Increase Funding Date (after giving effect to the Increase on such date) be an amount at least equal to 90% of the Notes Principal Amount; Outstanding Note Balance and such notional amount shall amortize on a monthly basis in accordance with the Hedge Amortization Schedule; (iv) the Issuer shall alsoshall, on the date of any addition or release of Pledged Loans Borrowing Base Loans, adjust (A) the Hedge Agreement Agreements to reflect the Required Cap Rate, adjustments to Rate (in the case of a Hedge Agreement in the form of an interest rate cap) and (B) the termination date of the Hedge Agreement Agreements in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 Amortization Schedule following such addition or release of Pledged Borrowing Base Loans; ; (v) any additional Premium premium due for the adjustments to the Hedge Agreement (i) Agreements on any Note Increase Funding Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (cvi) in the Hedge Agreement shall have a termination date equal to the final maturity date case of the latest maturing Pledged Loan; and (d) an interest rate swap, the Hedge Agreement shall provide for the payment on each Payment Date to the related Hedge Counterparty of interest on the notional amount thereof at a fixed rate per annum and the payment to the Indenture Trustee for deposit into the Collection Account of a floating rate per annum equal to the LIBOR Rate for each Interest Accrual Period; provided that the Issuer and the Hedge Counterparties may, subject to the related Hedge Agreements, make payments on a net basis; provided, further, that the fixed rate per annum paid to a Hedge Counterparty under an interest rate swap shall not exceed the weighted average coupon for the Borrowing Base Loans as of the last day of the related Due Period, less 8.50%; (vii) in the case of an interest rate cap, the Hedge Agreement shall provide for the payment by the Hedge Provider Counterparty to the Indenture Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was is greater than the Required Cap RateRate for the related Interest Accrual Period, if any; (viii) the Hedge Agreements shall terminate on the last day that the Notes are assumed to be Outstanding based on the Hedge Amortization Schedules; and (ix) each Hedge Agreement may permit, if the related Hedge Counterparty fails to meet the rating requirements in clause (a) of the definition of Qualified Hedge Counterparty, such related Hedge Counterparty to post collateral to secure its obligations under the related Hedge Agreement. References To the extent such Hedge Agreement permits the posting of collateral, such Hedge Agreement shall require the following terms (the “Hedge Agreement Collateral Posting Requirements”): (A) the Hedge Counterparty shall, within 5 Business Days’ of failing to meet such rating requirement, secure its obligations under the related Hedge Agreement, by posting collateral to the Indenture Trustee for deposit into the Hedge Collateral Account in this Section 4.7 or otherwise in this Indenture to a notional an amount equal to the Notes Principal Amount shall allow for rounding Hedge Collateral Amount; (B) the Hedge Counterparty shall, at least on a weekly basis, xxxx-to-market the related Hedge Agreement (pursuant to the nearest $1,000.terms thereof) and post additional collateral, as necessary such that the amount on deposit in the Hedge Collateral Account is at least equal to the Hedge Collateral Amount; and;

Hedge Agreement. The Issuer shall at all times, so long as any Series 20082017-A Notes remain unpaid, provide maintain an interest rate cap with the terms described in this Section 4.7. When all Series 20082017-A Notes have been paid in full, the Issuer shall terminate the Hedge Agreement. The Hedge Agreement shall meet the following requirements: (a) the Hedge Agreement shall provide an interest rate cap for a notional amount at least equal to the Notes Principal Amount as of the Initial Advance Date and such notional amount shall amortize on a monthly basis for a term equal to the actual amortization schedule of payments on the Pledged Loans assuming a schedule of payments and prepayments mutually determined by the Servicer, the Issuer and the Deal Agent at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Servicer and/or its Affiliates, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers); (b) the Issuer shall, as of each Payment Date and Note Increase Date, cause the notional amount of the Hedge Agreement to be adjusted to reflect any increase or decrease in the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on such Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to the Notes Principal Amount; the Issuer shall also, on the date of any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or release of Pledged Loans; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Pledged Loan; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. References in this Section 4.7 or otherwise in this Indenture to a notional amount equal to the Notes Principal Amount shall allow for rounding to the nearest $1,000.

Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide an interest rate cap with the terms described in this Section 4.7. When all Series 2008-A Notes have been paid in full, the Issuer shall terminate the Hedge Agreement. The Hedge Agreement shall meet the following requirements: (a) the Hedge Agreement shall provide an interest rate cap for a notional amount at least equal to the Notes Principal Amount as of the Initial Advance Date and such notional amount shall amortize on a monthly basis for a term equal to the actual amortization schedule of payments on the Pledged Loans assuming a schedule of payments and prepayments mutually determined by the Servicer, the Issuer and the Deal Agent at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Servicer and/or its Affiliates, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed PurchasersAgents); (b) the Issuer shall, as of each Payment Date and Note Increase Date, cause the notional amount of the Hedge Agreement to be adjusted to reflect any increase or decrease in the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on such Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to the Notes Principal Amount; the Issuer shall also, on the date of any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or release of Pledged Loans; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Pledged Loan; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. References in this Section 4.7 or otherwise in this Indenture to a notional amount equal to the Notes Principal Amount shall allow for rounding to the nearest $1,000.

Hedge Agreement. The Issuer shall at all times, so long as (a) Within ten (10) Business Days of the Closing Date and on or prior to each Purchase Date for any Series 2008-A Notes remain unpaid, provide an interest rate cap with the terms described in this Section 4.7. When all Series 2008-A Notes have been paid in fullPurchase thereafter, the Issuer Seller shall terminate the enter into one or more Hedge Agreement. The Transactions for that Purchase, provided that each such Hedge Agreement shall meet the following requirementsTransaction shall: (ai) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have monthly payment periods the first of which commences on the Purchase Date of that Purchase and the last of which ends on the last Scheduled Payment due to occur under the Loans to which that Purchase relates; (iii) have an amortizing notional amount such that the Hedge Agreement Notional Amount in effect during any monthly payment period shall provide an interest rate cap for a notional amount be equal to at least equal to the Notes Principal Amount as seventy-five 55 61 percent (75%) but not more than one hundred percent (100%) of the Initial Advance Date aggregate Capital outstanding of Commercial Loans hereunder; provided, however, that the above percentage shall increase to one hundred percent (100%) for any period during which the difference between the Portfolio Yield and the Adjusted Eurodollar Rate is less than 2%; and (iv) provide for two series of monthly payments to be netted against each other, one such notional amount shall amortize series being payments to be made by the Seller to a Hedge Counterparty (solely on a monthly basis for net basis) by reference to a term equal fixed interest rate, and the other such series being payments to the actual amortization schedule of payments on the Pledged Loans assuming a schedule of payments and prepayments mutually determined be made by the Servicer, the Issuer and Hedge Counterparty to the Deal Agent at such time (which schedule shall be based upon solely on a net basis) by reference to the historical amortization experience money market yield of Loans owned or serviced by the Servicer and/or its Affiliatesrate set forth in Federal Reserve Statistical Release H.15 (519) under the caption "Commercial Paper-Nonfinancial" for a 30-day maturity as in effect on the first day of each monthly payment period, and a copy the net amount of which shall be provided paid into the Collection Account (if payable by the Hedge Counterparty) or from the Collection Account to the Funding Agents and Non-Conduit Committed Purchasersextent funds are available under Section 2.7 or 2.9 of this Agreement (if payable by the Seller);. (b) As additional security hereunder, Seller hereby assigns to the Issuer shallDeal Agent, as agent for the Secured Parties, all right, title and interest of Seller in each Payment Date Hedging Agreement, each Hedge Transaction, and Note Increase Dateall present and future amounts payable by a Hedge Counterparty to Seller under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty ("Hedge Collateral"), cause and grants a security interest to the notional amount Deal Agent, as agent for the Secured Parties, in the Hedge Collateral. Seller acknowledges that, as a result of that assignment, Seller may not, without the prior written consent of the Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for Seller's right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Seller's obligations under Section 5.4(a) hereof. Nothing herein shall have the effect of releasing the Seller from any of its obligations under any Hedging Agreement or any Hedge Transaction, nor be adjusted to reflect any increase or decrease in construed as requiring the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount consent of the Hedge Agreement shall on such Payment Date and Note Increase Date (after giving effect to Deal Agent or any Secured Party for the Increase on such date) be an amount at least equal to the Notes Principal Amount; the Issuer shall also, on the date performance by Seller of any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or release of Pledged Loans; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Pledged Loan; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. References in this Section 4.7 or otherwise in this Indenture to a notional amount equal to the Notes Principal Amount shall allow for rounding to the nearest $1,000obligations.

Hedge Agreement. The Issuer shall at all times, so long as (a) On or prior to each Purchase Date for any Series 2008-A Notes remain unpaid, provide an interest rate cap with the terms described in this Section 4.7. When all Series 2008-A Notes have been paid in fullPurchase, the Issuer Seller shall terminate the enter into one or more Hedge Agreement. The Transactions for that Purchase, provided that each such Hedge Agreement shall meet the following requirementsTransaction shall: (ai) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have monthly payment periods the first of which commences on the Purchase Date of that Purchase and the last of which ends on the last Scheduled Payment due to occur under the Loans to which that Purchase relates; (iii) have an amortizing notional amount such that the Hedge Agreement Notional Amount in effect during any monthly payment period shall provide an interest rate cap for a notional amount be equal to at least equal to the Notes Principal Amount as seventy-five percent (75%) but not more than one hundred percent (100%) of the Initial Advance Date aggregate Capital outstanding of Commercial Loans hereunder; provided, however, that the above percentage shall increase to one hundred percent (100%) for any period during which the difference between the Portfolio Yield and the Adjusted Eurodollar Rate is less than 2%; and (iv) provide for two series of monthly payments to be netted against each other, one such notional amount shall amortize series being payments to be made by the Seller to a Hedge Counterparty (solely on a monthly basis for net basis) by reference to a term equal fixed interest rate, and the other such series being payments to the actual amortization schedule of payments on the Pledged Loans assuming a schedule of payments and prepayments mutually determined be made by the Servicer, the Issuer and Hedge Counterparty to the Deal Agent at such time (which schedule shall be based upon solely on a net basis) by reference to the historical amortization experience money market yield of Loans owned or serviced by the Servicer and/or its Affiliatesrate set forth in Federal Reserve Statistical Release H.15 (519) under the caption "Commercial Paper-Nonfinancial" for a 30-day maturity as in effect on the first day of each monthly payment period, and a copy the net amount of which shall be provided paid into the Collection Account (if payable by the Hedge Counterparty) or from the Collection Account to the Funding Agents and Non-Conduit Committed Purchasersextent funds are available under Section 2.7 or 2.9 of this Agreement (if payable by the Seller);. (b) As additional security hereunder, Seller hereby assigns to the Issuer shallDeal Agent, as agent for the Secured Parties, all right, title and interest of Seller in each Payment Date Hedging Agreement, each Hedge Transaction, and Note Increase Dateall present and future amounts payable by a Hedge Counterparty to Seller under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty ("Hedge Collateral"), cause the notional amount of the Hedge Agreement to be adjusted to reflect any increase or decrease in the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on such Payment Date and Note Increase Date (after giving effect grants a security interest to the Increase on such date) be an amount at least equal to the Notes Principal Amount; the Issuer shall also, on the date of any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or release of Pledged Loans; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Pledged Loan; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. References in this Section 4.7 or otherwise in this Indenture to a notional amount equal to the Notes Principal Amount shall allow for rounding to the nearest $1,000.Deal

Hedge Agreement. (a) The Issuer shall shall, at all times, so long as any Series 2008-A the Notes remain unpaid, provide Hedge Agreements in accordance with the terms described below in this Section 3.03. The Hedge Agreements shall meet the following requirements (the “Hedge Requirements”): (i) each Hedge Agreement shall either be in the form of an interest rate cap with the terms described or an interest rate swap, or a combination thereof, in this Section 4.7. When all Series 2008-A Notes have been paid in full, each case between the Issuer shall terminate the and a Qualified Hedge Agreement. The Hedge Agreement shall meet the following requirements:Counterparty, with an effective date on or prior to a Funding Date; (aii) the Hedge Agreement Agreements shall provide an interest rate cap for a notional amount at least equal to to, in the Notes Principal Amount aggregate, 90% of the Outstanding Note Balance as of the Initial Advance Funding Date and such notional amount shall amortize on a monthly basis for a term equal to in accordance with the actual amortization schedule of payments on the Pledged Loans assuming a schedule of payments and prepayments mutually determined by the Servicer, the Issuer and the Deal Agent at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Servicer and/or its Affiliates, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers)Hedge Amortization Schedule; (biii) the Issuer shall, as of each Payment Date and Note Increase Funding Date, cause the notional amount of the Hedge Agreement Agreements to be adjusted or enter into new Hedge Agreements to reflect any increase or decrease in the Notes Principal Amount Outstanding Note Balance as of such Payment Date or Note Increase Funding Date so that the adjusted notional amount of the Hedge Agreement Agreements shall on such Payment Date and Note Increase Funding Date (after giving effect to the Increase on such date) be an amount at least equal to 90%, but, in the Notes Principal Amount; case of Hedge Agreements in the form of interest rate swaps, not in excess of 105%, of the Outstanding Note Balance and such notional amount shall amortize on a monthly basis in accordance with the Hedge Amortization Schedule; (iv) the Issuer shall alsoshall, on the date of any addition or release of Pledged Loans each Funding Date, adjust (A) the Hedge Agreement Agreements to reflect the Required Cap Rate, adjustments to Rate (in the case of a Hedge Agreement in the form of an interest rate cap) and (B) the termination date of the Hedge Agreement Agreements in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 Amortization Schedule following such addition or release of Pledged Loans; Funding Date; (v) any additional Premium premium due for the adjustments to the Hedge Agreement (i) Agreements on any Note Increase Funding Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (cvi) in the Hedge Agreement shall have a termination date equal to the final maturity date case of the latest maturing Pledged Loan; and (d) an interest rate swap, the Hedge Agreement shall provide for the payment on each Payment Date to the related Hedge Counterparty of interest on the notional amount thereof at a fixed rate per annum and the payment to the Indenture Trustee for deposit into the Collection Account of a floating rate per annum equal to the LIBOR Rate for each Interest Accrual Period; provided that the Issuer and the Hedge Counterparties may, subject to the related Hedge Agreements, make payments on a net basis; provided, further, that the fixed rate per annum paid to a Hedge Counterparty under an interest rate swap shall not exceed the weighted average coupon for the Borrowing Base Loans as of the last day of the related Due Period, less 8.50%; (vii) in the case of an interest rate cap, the Hedge Agreement shall provide for the payment by the Hedge Provider Counterparty to the Indenture Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was is greater than the Required Cap RateRate for the related Interest Accrual Period, if any; (viii) the Hedge Agreements shall terminate on the last day that the Notes are assumed to be Outstanding based on the Hedge Amortization Schedules; and (ix) each Hedge Agreement may permit, if the related Hedge Counterparty fails to meet the rating requirements in clause (a) of the definition of Qualified Hedge Counterparty, such related Hedge Counterparty to post collateral to secure its obligations under the related Hedge Agreement. References To the extent such Hedge Agreement permits the posting of collateral, such Hedge Agreement shall require the following terms (the “Hedge Agreement Collateral Posting Requirements”): (A) the Hedge Counterparty shall, within 15 days’ of failing to meet such rating requirement, secure its obligations under the related Hedge Agreement, by posting collateral to the Indenture Trustee for deposit into the Hedge Collateral Account in this Section 4.7 or otherwise in this Indenture to a notional an amount equal to the Notes Principal Amount shall allow for rounding Hedge Collateral Amount; (B) the Hedge Counterparty shall, at least on a weekly basis, xxxx-to-market the related Hedge Agreement (pursuant to the nearest $1,000.terms thereof) and post additional collateral, as necessary such that the amount on deposit in the Hedge Collateral Account is at least equal to the Hedge Collateral Amount; and;

Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide an interest rate cap a Hedge Agreement with the terms described in this Section 4.76.07. When all Series 2008-A Notes have been paid in full, the Issuer shall terminate the Hedge Agreement. The Hedge Agreement shall meet the following requirements: (a) the Hedge Agreement shall provide an interest rate cap for a notional amount at least equal to 90% of the Notes Principal Amount as of the Initial Advance Date and such notional amount shall amortize on a monthly basis for a term equal to the actual amortization schedule of payments on the Series 2002-1 Pledged Loans assuming a schedule of payments and prepayments mutually determined by the Master Servicer, the Issuer and Issuer, the Deal Agent and Bank of America, N.A. at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Master Servicer and/or its Affiliates, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers); (b) the Issuer shall, as of each Payment Date and Note Increase Date, cause the notional amount of the Hedge Agreement to be adjusted to reflect any increase or decrease in the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on such each Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to 90% of the Notes Principal Amount; the Issuer shall also, on the date as of any addition or release of Pledged Loans each Payment Date adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under following the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or and release of Series 2002-1 Pledged LoansLoans as of each Payment Date; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date interest rate cap shall be paid as a Net Hedge Payment under Provision THIRD of Section 4.16.01; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Series 2002-1 Pledged LoanLoans; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. . (e) References in this Section 4.7 6.07 or otherwise in this Indenture Supplement to a notional amount equal to 90% of the Notes Principal Amount shall allow for rounding to the nearest $1,000.

Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide an interest rate cap with the terms described in this Section 4.7. When all Series 2008-A Notes have been paid in full(a) On or prior to each Funding Date, the Issuer Borrower shall terminate enter into one or more Hedge Transactions for the Loans to be funded by the Advance made on such Funding Date, provided that each such Hedge Agreement. The Hedge Agreement shall meet the following requirementsTransaction shall: (ai) the be entered into with a Hedge Agreement shall provide an interest rate cap for Counterparty and governed by a notional amount at least equal to the Notes Principal Amount as of the Initial Advance Date and such notional amount shall amortize on a monthly basis for a term equal to the actual amortization schedule of payments on the Pledged Loans assuming Hedging Agreement; (ii) have a schedule of monthly payment periods the first of which commences on such Funding Date and the last of which ends on the last Scheduled Payment due to occur under the Loans to which that Advance relates; (iii) have an amortizing notional amount such that the Hedge Notional Amount in effect during any monthly payment period shall be equal to Required Notional Amount on such Funding Date; and (iv) provide for two series of monthly payments and prepayments mutually determined to be netted against each other, one such series being payments to be made by the Servicer, Borrower to a Hedge Counterparty (solely on a net basis) at a floating rate equal to "USD Prime-H.15" (as defined in the Issuer ISDA Definitions) and the other such series being payments to be made by the Hedge Counterparty to the Deal Agent (solely on a net basis) at such time (which schedule shall be a floating rate based upon "USD-LIBOR-BBA" (as defined in the historical amortization experience of Loans owned or serviced by ISDA Definitions), the Servicer and/or its Affiliates, and a copy net amount of which shall be provided paid into the Collection Account (if payable by the Hedge Counterparty) or from the Collection Account to the Funding Agents and Non-Conduit Committed Purchasersextent funds are available under Section 2.7 of this Agreement (if payable by the Borrower); (b) As additional security hereunder, the Issuer shallBorrower has assigned to the Deal Agent, as agent for the Secured Parties, all right, title and interest of each Payment Date and Note Increase DateSeller in the Hedge Collateral. The Borrower acknowledges that, cause as a result of that assignment, the notional amount Borrower may not, without the prior written consent of the Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrower's right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Borrower's obligations hereunder. Nothing herein shall have the effect of releasing the Borrower from any of its obligations under any Hedging Agreement or any Hedge Transaction, nor be adjusted to reflect any increase or decrease in construed as requiring the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount consent of the Hedge Agreement shall on such Payment Date and Note Increase Date (after giving effect to Deal Agent or any Secured Party for the Increase on such date) be an amount at least equal to performance by the Notes Principal Amount; the Issuer shall also, on the date Borrower of any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or release of Pledged Loans; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Pledged Loan; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. References in this Section 4.7 or otherwise in this Indenture to a notional amount equal to the Notes Principal Amount shall allow for rounding to the nearest $1,000obligations.

Hedge Agreement. The Issuer shall at all times, so long as (a) On or prior to each Purchase Date for any Series 2008-A Notes remain unpaid, provide an interest rate cap with the terms described in this Section 4.7. When all Series 2008-A Notes have been paid in fullPurchase, the Issuer Seller shall terminate the enter into one or more Hedge Agreement. The Transactions for that Purchase, provided that each such Hedge Agreement shall meet the following requirementsTransaction shall: (ai) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have monthly payment periods the first of which commences on the Purchase Date of that Purchase and the last of which ends on the last Scheduled Payment due to occur under the Loans to which that Purchase relates; (iii) have an amortizing notional amount such that the Hedge Agreement Notional Amount in effect during any monthly payment period shall provide an interest rate cap for a notional amount be equal to at least equal to the Notes Principal Amount as seventy-five percent (75%) but not more than one hundred percent (100%) of the Initial Advance Date aggregate Capital outstanding of Commercial Loans hereunder; provided, however, that the above percentage shall increase to one hundred percent (100%) for any period during which the 51 57 difference between the Portfolio Yield and the Adjusted Eurodollar Rate is less than 2%; and (iv) provide for two series of monthly payments to be netted against each other, one such notional amount shall amortize series being payments to be made by the Seller to a Hedge Counterparty (solely on a monthly basis for net basis) by reference to a term equal fixed interest rate, and the other such series being payments to the actual amortization schedule of payments on the Pledged Loans assuming a schedule of payments and prepayments mutually determined be made by the Servicer, the Issuer and Hedge Counterparty to the Deal Agent at such time (which schedule shall be based upon solely on a net basis) by reference to the historical amortization experience money market yield of Loans owned or serviced by the Servicer and/or its Affiliatesrate set forth in Federal Reserve Statistical Release H.15 (519) under the caption "Commercial Paper-Nonfinancial" for a 30-day maturity as in effect on the first day of each monthly payment period, and a copy the net amount of which shall be provided paid into the Collection Account (if payable by the Hedge Counterparty) or from the Collection Account to the Funding Agents and Non-Conduit Committed Purchasersextent funds are available under Section 2.7 or 2.9 of this Agreement (if payable by the Seller);. (b) As additional security hereunder, Seller hereby assigns to the Issuer shallDeal Agent, as agent for the Secured Parties, all right, title and interest of Seller in each Payment Date Hedging Agreement, each Hedge Transaction, and Note Increase Dateall present and future amounts payable by a Hedge Counterparty to Seller under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty ("Hedge Collateral"), cause and grants a security interest to the notional amount Deal Agent, as agent for the Secured Parties, in the Hedge Collateral. Seller acknowledges that, as a result of that assignment, Seller may not, without the prior written consent of the Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for Seller's right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Seller's obligations under Section 5.4(a) hereof. Nothing herein shall have the effect of releasing the Seller from any of its obligations under any Hedging Agreement or any Hedge Transaction, nor be adjusted to reflect any increase or decrease in construed as requiring the Notes Principal Amount as of such Payment Date or Note Increase Date so that the adjusted notional amount consent of the Hedge Agreement shall on such Payment Date and Note Increase Date (after giving effect to Deal Agent or any Secured Party for the Increase on such date) be an amount at least equal to the Notes Principal Amount; the Issuer shall also, on the date performance by Seller of any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following such addition or release of Pledged Loans; any additional Premium due for the adjustments to the Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Hedge Payment under Provision THIRD of Section 4.1; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Pledged Loan; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. References in this Section 4.7 or otherwise in this Indenture to a notional amount equal to the Notes Principal Amount shall allow for rounding to the nearest $1,000obligations.