Common use of Hedging Agreement Clause in Contracts

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balance, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the one-month LIBO Rate is greater than 8%, the Borrower shall within 30 days of receipt of a written request from the Required Lenders with respect to Fixed Rate Loans having in the aggregate Purchased an Outstanding Loan Balance not less than 80% of the aggregate Outstanding Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balance, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan BalanceLoans, enter into and maintain a Hedge Transaction with a Hedge Counterparty an interest rate cap transaction between the Borrower and an interest rate swap counterparty that has been approved in writing by the Required Lenders (which Hedge Transaction approval shall not be unreasonably withheld) which interest rate cap shall: (i) be in the form of (A) interest rate caps having have a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved by agreed upon between the Managing Agents Required Lenders and the Borrower, (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents Required Lenders and the Borrower and (iii) shall otherwise be in form and substance mutually satisfactory to the Required Lenders and the Borrower. (b) As additional security hereunder. The Borrower shall promptly deliver a copy of any such interest rate cap to the Rating Agency and the Paying Agent. The Borrower shall not enter into any interest rate cap unless the Rating Agency shall have confirmed in writing to the Borrower and the Facility Agent that entering into such transaction will not result in the reduction of its rating of the Rated Facility to below the Required Facility Rating or in a withdrawal of its rating of the Rated Facility. Notwithstanding any other provision of this Agreement to the contrary, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest failure of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to have entered into interest rate caps with respect to the Borrower under portion of Fixed Rate Loans specified above in this Section 5.2 shall constitute an Optional Redemption Event without further notice or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligationsgrace periods.

Hedging Agreement. (a) If at any time the aggregate Purchased Outstanding Loan Balances of Loans bearing fixed rates of interest (“Fixed Rate Loans Loans”) exceeds 2010% of the Aggregate Purchased Outstanding Loan Balance, the Borrower shallmay, and shall at the request of the Managing Agents, with respect only to such Purchased Outstanding Loan Balance of Fixed Rate Loans aggregating in excess of 2010% of the Aggregate Purchased Outstanding Loan Balance, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps or swaps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved determined by the Managing Agents upon consultation with the Borrower and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Outstanding Loan Balances of Fixed Rate Loans exceeds 2010% of the Aggregate Purchased Outstanding Loan Balance, the Borrower shall, with respect only to such Purchased Outstanding Loan Balance of Fixed Rate Loans aggregating in excess of 2010% of the Aggregate Purchased Outstanding Loan Balance, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balance, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans (i.e., the Purchased Loan Balance of Fixed Rate Loans in excess of 20% of the Aggregate Purchased Loan Balance as set forth above) or (B) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time Immediately upon the aggregate Purchased Loan Balances occurrence of Fixed Rate Loans exceeds 20% a Hedge Trigger and on or prior to each Funding Date following the occurrence of the Aggregate Purchased Loan Balancea Hedge Trigger, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, shall enter into and maintain a one or more Hedge Transactions, provided that each such Hedge Transaction shall: (i) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have a schedule of periodic monthly (or quarterly, as applicable) calculation periods which Hedge Transaction shall: settle on a Payment Date, the first of which commences on the Funding Date and the last of which ends on the date of the last Scheduled Payment due to occur under the Loans to which it relates; (iiii) be in the form of (A) interest rate caps having a have an amortizing notional amount (a) corresponding to a prepayment speed not to exceed a 15% constant prepayment rate and (b) such that the Hedge Notional Amount in effect on each day during the term of such Hedge Transactions shall be at least equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months product of the maturity of Hedge Percentage and the applicable Fixed Rate Loans Hedge Amount, subject to any permitted excess or (B) such other form shortfall in the Hedge Amount as shall may be approved allowed by a Hedge Amount notional band as agreed by the Managing Agents and Agent in its sole discretion; (iiiv) shall provide provide, in the case of any interest rate swap, for two series of monthly (or quarterly, as applicable) payments to be netted against each other, one such series being payments to be made by the Borrower to a Hedge Counterparty by reference to a fixed rate for that Hedge Transaction, and the other such series being payments to be made by the Hedge Counterparty at a floating rate equal to “USD-LIBOR-BBA” (as defined in the ISDA Definitions), the net amount of which shall be paid into the Collection Account (if payable by the Hedge Counterparty) or, to the extent of Available Funds and from the Collection Account, under Sections 2.8(a)(1)(i) and 2.8(b)(i) and (xii) of this Agreement (if payable by the Borrower); and (v) have a fixed rate or strike price and ensure that the LIBO Rate Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall exceed a rate agreed upon between be not less than the Managing Agents and the BorrowerMinimum Portfolio Yield. (b) As additional security hereunderSubject to, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns to the Administrative Agent, as agent for Trustee on behalf of the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for Trustee on behalf of the Secured Parties, in the Hedge Collateral; provided, however, that so long as the Hedge Counterparty is the Agent or any Affiliate thereof, the Trustee hereby grants to the Servicer a non-exclusive license (which shall be deemed revoked upon the occurrence of a Termination Event) to exercise any rights under any related Hedging Agreement or Hedge Transaction. The Borrower acknowledges that, that as a result of that assignment, such assignment the Borrower may not, except as set forth in the proviso to the immediately preceding sentence, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balance, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans (i.e., the Purchased Loan Balance of Fixed Rate Loans in excess of 20% of the Aggregate Purchased Loan Balance as set forth above) or (B) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to the Borrower to the extent that the LIBO Adjusted Term SOFR Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Outstanding Loan Balances of Fixed Rate Loans exceeds 2010% of the Aggregate Purchased Outstanding Loan Balance, the Borrower shall, with respect only to such Purchased Outstanding Loan Balance of Fixed Rate Loans aggregating in excess of 2010% of the Aggregate Purchased Outstanding Loan Balance, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Outstanding Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Outstanding Loan Balances of Fixed Rate Loans exceeds 2010% of the Aggregate Purchased Loan Adjusted Collateral Balance, the Borrower shall, with respect only to such Purchased Outstanding Loan Balance of Fixed Rate Loans aggregating in excess of 2010% of the Aggregate Purchased Loan Adjusted Collateral Balance, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Outstanding Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower; provided, however, that the strike rate shall be less than the fixed coupon of such Fixed Rate Loans. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Outstanding Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Outstanding Loan Balance, the Borrower shall, with respect only to such Purchased Outstanding Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Outstanding Loan Balance, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Outstanding Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balancea Hedge Trigger Period exists, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% shall within 30 days of the Aggregate Purchased Loan Balanceoccurrence of such Hedge Trigger Period, enter into and maintain a one or more Interest Rate Hedge Transaction Transactions, which Interest Rate Hedge Transactions shall: (i) be entered into with a Hedge Counterparty which Hedge Transaction shall: and governed by a Hedging Agreement; (iii) be in the form of (A) interest rate caps having have a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule as shall be agreed upon by the Borrower and the Administrative Agent, it being understood that provides for payments through a date which is within three (3) months of such schedule shall be based on the maturity weighted average life of the applicable Fixed Rate Loans or Loan Assets; and (B) such other form as shall be approved by the Managing Agents and (iiiii) shall provide for payments to the Borrower to the extent that the LIBO LIBOR Rate shall exceed a rate agreed upon between the Managing Agents Hedge Counterparty and the BorrowerBorrower (with the consent of the Administrative Agent). (b) The Borrower shall, with regard to any Non-USD Loan Asset, enter into a Currency Hedge Transaction, provided that each such Currency Hedge Transaction shall: (i) be entered into with a Hedge Counterparty, governed by a Hedging Agreement and approved by the Administrative Agent; (ii) have a schedule of periodic quarterly calculation periods which settle on a Payment Date, the first of which commences on the applicable Funding Date associated with such purchase, and the last of which ends on the date of the last Scheduled Payment due to occur under the Non-USD Loan Assets to which it relates; (iii) have (A) a notional amount denominated in the Approved Foreign Currency of the related Non-USD Loan Asset (the “Non-USD Notional Amount”), (B) a notional amount denominated in Dollars (the “USD Notional Amount”), (C) a floating payment relating to the index applicable to such Non-USD Loan Asset payable by the Borrower, (D) a floating payment relating to the LIBOR Rate payable by the Hedge Counterparty, and (E) a scheduled termination date equal to the date which the Manager reasonably expects to be the scheduled final payment date of such Non-USD Loan Asset or, at the option of the Manager, the date on which the average life or duration for the Non-USD Loan Asset being hedged expires; and (iv) provide that (A)(x) the Borrower shall pay to the Hedge Counterparty, in the Approved Foreign Currency in which the related Non-USD Loan Asset is denominated, a floating rate coupon on the Non-USD Notional Amount of such Currency Hedge Transaction and (y) in exchange, the Hedge Counterparty shall pay to the Borrower, in Dollars, a floating rate coupon on the USD Notional Amount of such Currency Hedge Transaction; (B)(x) the Borrower shall pay to the Hedge Counterparty, in the Permitted Currency in which the related Non-USD Loan Asset is denominated, a specified portion of the Non-USD Notional Amount as a final principal exchange amount and (y) in exchange, the Hedge Counterparty shall pay to the Borrower, in Dollars, a specified portion of the USD Notional Amount as a final principal exchange amount; and (v) have a Non-USD Notional Amount equal to Outstanding Principal Balance of the Non-USD Loan Asset being hedged; (c) As additional security hereunder, the Borrower hereby assigns pledges to the Administrative Agent, as agent for the benefit of the Secured Parties, all right, title and interest of the Borrower in in, but none of the obligations of the Borrower under, any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the benefit of the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Custodian, the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at on any time date the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of Weighted Average Spread is less than seven and one-half percent (7.50%) (such date the Aggregate Purchased Loan Balance“Hedging Trigger Date”), the Borrower shall, by no later than the end of the first full Settlement Period commencing after such Hedging Trigger Date unless waived in writing by the Administrative Agent, with respect only to such Purchased no less than fifty percent (50.0%) of the Outstanding Loan Balance Balances of the Fixed Rate Loans aggregating in excess of 20% that are included as part of the Aggregate Purchased Loan BalanceCollateral, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form substance as shall be reasonably approved by the Managing Agents Administrative Agent and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents Administrative Agent and the Borrower. Notwithstanding the foregoing, absent the occurrence of a Hedging Trigger Date, the Borrower may enter into and maintain a Hedge Transaction with a Hedge Counterparty with respect to all or part of the Advances made hereunder against the Outstanding Loan Balance of Fixed Rate Loans. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan BalanceOn or prior to each Funding Date, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, shall enter into and maintain a one or more Hedge Transactions, provided that each such Hedge Transaction shall: (i) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have a schedule of periodic monthly (or quarterly, as applicable) or quarterly calculation periods the first of which Hedge Transaction shall: commences on the Funding Date and the last of which ends on the last Scheduled Payment due to occur under the Loans to which it relates; (iiii) be in the form of (A) interest rate caps having a have an amortizing notional amount such that the Hedge Notional Amount in effect on each day during the term of such Hedge Transactions shall be at least equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months product of the maturity of Hedge Percentage and the applicable Fixed Rate Loans or Hedge Amount; and (Biv) such other form as shall be approved by the Managing Agents and (ii) shall provide for two series of monthly (or quarterly, as applicable) payments to be netted against each other, one such series being payments to be made by the Borrower to a Hedge Counterparty (solely on a net basis) by reference to a fixed rate for that Hedge Transaction, and the other such series being payments to be made by the Hedge Counterparty (solely on a net basis) at a floating rate equal to “USD-LIBOR-BBA” (as defined in the ISDA Definitions), the net amount of which shall be paid into the Collection Account (if payable by the Hedge Counterparty) or from the Collection Account to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents funds are available under subsections 2.9(a)(i) and 2.9(b)(i) of this Agreement (if payable by the Borrower). (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Deal Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Deal Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section subsection 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Deal Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If Borrower shall obtain, or cause to be obtained, and shall thereafter maintain in effect, a Hedging Agreement with an Acceptable Counterparty, with a term not less than two and one half years commencing on the Closing Date and have a notional amount which shall not at any time be less than $30,000,000 and which Hedging Agreement shall at all times have a LIBOR strike rate not exceeding the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% Strike Rate. The Counterparty shall be obligated under the Hedging Agreement to make monthly payments thereunder calculated on the notional amount. The notional amount of the Aggregate Purchased Loan Balance, the Borrower shall, with respect only Hedging Agreement may be reduced (and Administrative Agent shall consent to such Purchased Loan Balance of Fixed Rate Loans aggregating reduction) from time to time in excess of 20% amounts equal to any prepayment of the Aggregate Purchased Loan Balance, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: principal (iif any) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as Loan in accordance with Sections 2.3 and 2.3A hereof. The Hedging Agreement shall be approved by written on the Managing Agents then current standard ISDA documentation, and (ii) shall provide for payments to interest periods and calculations consistent with the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrowerpayment terms of this Agreement. (b) As additional security hereunder, the Borrower hereby assigns shall collaterally assign to the Administrative Agent pursuant to an Assignment of Hedging Agreement in form and substance acceptable to Administrative Agent, as agent for the Secured Parties, all of its right, title and interest of the Borrower in to receive any and all payments under the Hedging Agreements, any and all Hedge Transactions, Agreement (and any related guarantee, if any) and all present and future amounts payable by a Hedge Counterparty shall deliver to the Borrower under or in connection with its respective Administrative Agent an executed counterpart of such Hedging Agreement and Hedge Transaction(s) notify the Counterparty of such collateral assignment (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, either in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative Agent, exercise any rights under any such Hedging Agreement or Hedge Transactionby separate instrument). The Counterparty shall agree in writing to make all payments it is required to make under the Hedging Agreement directly to the Cash Management Account. At such time as the Secured Obligations are repaid in full, except for all of Administrative Agent’s right, title and interest in the Hedging Agreement shall terminate and Administrative Agent shall promptly execute and deliver at Borrower’s right under any sole cost and expense, such documents as may be required to evidence Administrative Agent’s release of the Hedging Agreement and to enter into Hedge Transactions notify the Counterparty of such release. (c) Borrower shall comply in order to meet the Borrower’s obligations under Section 5.2(a) hereof. Nothing herein shall have the effect of releasing the Borrower from any all material respects with all of its obligations under the terms and provisions of the Hedging Agreement. All amounts paid by the Counterparty under the Hedging Agreement shall be deposited immediately into the Cash Management Account to be applied in accordance with Article III hereof. Borrower shall take all actions reasonably requested by Administrative Agent to enforce Administrative Agent’s rights under the Hedging Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder without the Administrative Agent’s consent. (d) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty below “A+/A1” from S&P and Xxxxx’x, respectively, Borrower shall replace the Hedging Agreement with a Replacement Hedging Agreement with an Acceptable Counterparty not later than ten (10) Business Days following receipt of notice from any Financing Party of such downgrade, withdrawal or qualification. (e) In the event that Borrower fails to purchase and deliver to Administrative Agent the Hedging Agreement or any Hedge TransactionReplacement Hedging Agreement as and when required hereunder, nor Lenders (through Administrative Agent) may purchase such Hedging Agreement or Replacement Hedging Agreement and the cost incurred by Lenders in purchasing such Hedging Agreement or Replacement Hedging Agreement shall be construed as requiring paid by Borrower to Administrative Agent with interest thereon at the consent Default Rate from the date such cost was incurred by Lenders until such cost is paid by Borrower to Administrative Agent. (f) [Reserved]. (g) In connection with a Hedging Agreement (unless such Hedging Agreement is provided by Xxxxx Fargo Bank, N.A. or an Affiliate thereof), Borrower shall obtain and deliver to the Financing Parties an opinion of counsel from counsel for the Counterparty (upon which the Financing Parties may rely, in form and substance satisfactory to Administrative Agent), which opinion shall provide, in relevant part, that: (1) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Hedging Agreement; (2) the execution and delivery of the Administrative Agent Hedging Agreement by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any Secured Party law, regulation or contractual restriction binding on or affecting it or its property; (3) all consents, authorizations and approvals required for the performance execution and delivery by the Borrower Counterparty of the Hedging Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such obligationsexecution, delivery or performance; and (4) the Hedging Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty, enforceable against the Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balance, the The Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of on or before the Aggregate Purchased Loan Balanceinitial Advance hereunder, enter into and maintain a Hedge Transaction with a Hedge Counterparty Counterparty, which Hedge Transaction shall: (i) be in the form of (A) interest rate caps or swaps having a notional amount equal to (A) on the Purchased Loan Balance of such Fixed Rate Loans Closing Date, the Required Notional Amount and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall thereafter, an amount reflecting amortization at a rate to be approved determined by the Managing Agents upon consultation with the Borrower and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower. From and after May 27, 2005, prior to acquiring a fixed-rate Loan, the Borrower will consult with the Managing Agents to determine whether an additional cap or swap will be required in respect of such Loan to maintain compliance with the requirements set forth in the preceding sentence. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balance, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to the Borrower to the extent that the LIBO Adjusted Term SOFR Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time Immediately upon the aggregate Purchased Loan Balances occurrence of Fixed Rate Loans exceeds 20% a Hedge Trigger and on or prior to each Funding Date following the occurrence of the Aggregate Purchased Loan Balancea Hedge Trigger, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, shall enter into and maintain a one or more Hedge Transactions, provided that each such Hedge Transaction shall: (i) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have a schedule of periodic monthly (or quarterly, as applicable) calculation periods which Hedge Transaction shall: settle on a Payment Date, the first of which commences on the Funding Date and the last of which ends on the date of the last Scheduled Payment due to occur under the Loans to which it relates; (iiii) be in the form of (A) interest rate caps having a have an amortizing notional amount (a) corresponding to a prepayment speed not to exceed a 15% constant prepayment rate and (b) such that the Hedge Notional Amount in effect on each day during the term of such Hedge Transactions shall be at least equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months product of the maturity of Hedge Percentage and the applicable Fixed Rate Loans Hedge Amount, subject to any permitted excess or (B) such other form shortfall in the Hedge Amount as shall may be approved allowed by a Hedge Amount notional band as agreed by the Managing Agents and Agent in its sole discretion; (iiiv) shall provide provide, in the case of any interest rate swap, for two series of monthly (or quarterly, as applicable) payments to be netted against each other, one such series being payments to be made by the Borrower to a Hedge Counterparty by reference to a fixed rate for that Hedge Transaction, and the other such series being payments to be made by the Hedge Counterparty at a floating rate equal to “USD-LIBOR-BBA” (as defined in the ISDA Definitions), the net amount of which shall be paid into the Collection Account (if payable by the Hedge Counterparty) or, to the extent of Available Funds and from the Collection Account, under subsections 2.9(a)(1)(i) and 2.9(b)(i) and (xi) of this Agreement (if payable by the Borrower); and (v) have a fixed rate or strike price and ensure that the LIBO Rate Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall exceed a rate agreed upon between be not less than the Managing Agents and the BorrowerMinimum Portfolio Yield. (b) As additional security hereunderSubject to, and without limiting the provisions of, Article VIII of this Agreement, Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section subsection 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at On or prior to each Purchase Date for any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan BalancePurchase, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, Seller shall enter into and maintain a one or more Hedge Transactions for that Purchase, provided that each such Hedge Transaction shall: (i) be entered into with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having and governed by a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved by the Managing Agents and 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 Notional Amount in effect during any monthly payment period shall be equal to at least seventy-five percent (75%) but not more than one hundred percent (100%) of the aggregate Capital outstanding 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 series being payments to be made by the Borrower Seller to a Hedge Counterparty (solely on a net basis) by reference to a fixed interest rate, and the other such series being payments to be made by the Hedge Counterparty to the Deal Agent (solely on a net basis) by reference to the money market yield of the rate 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, the net amount of which shall be paid into the Collection Account (if payable by the Hedge Counterparty) or from the Collection Account to the extent that funds are available under Section 2.7 or 2.9 of this Agreement (if payable by the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the BorrowerSeller). (b) As additional security hereunder, the Borrower Seller hereby assigns to the Administrative Deal Agent, as agent for the Secured Parties, all right, title and interest of the Borrower Seller in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower Seller under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “"Hedge Collateral”"), and grants a security interest to the Administrative Deal Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower Seller acknowledges that, as a result of that assignment, the Borrower Seller may not, without the prior written consent of the Administrative Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrower’s Seller's right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Borrower’s Seller's obligations under Section 5.2(a5.4(a) hereof. Nothing herein shall have the effect of releasing the Borrower Seller from any of its obligations under any Hedging Agreement or any Hedge Transaction, nor be construed as requiring the consent of the Administrative Deal Agent or any Secured Party for the performance by the Borrower Seller of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan BalanceOn or prior to each Prefunding Date, the Borrower shall, with respect only shall have (i) entered into one or more Hedging Transactions for the Receivables funded on such Prefunding Date and (ii) prior to such Purchased Loan Balance Prefunding Date, certify to the Deal Agent and the Insurer on the Prefunding Request that the Servicer or the Borrower, as the case may be, has entered into Hedging Transactions satisfying the conditions of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, enter into and maintain a Hedge this Agreement. Each such Hedging Transaction with a Hedge Counterparty which Hedge Transaction shall: shall (i) be entered into with a Hedging Counterparty and governed by a Hedging Agreement, (ii) require the Hedging Counterparty to make all payments owed to the Borrower under the related Hedging Agreement to the Collection Account; provided, however, any such payments which relate to Receivables to be released in a Securitization or a Warehouse Transfer may be made to the Borrower after the pricing of such Securitization or the release of Collateral pursuant to a Warehouse Transfer, (iii) in the form case of (A) a Hedging Transaction which is an interest rate caps having cap, have a cap rate such that the excess of the weighted average APR of the Receivables over the cap rate is equal to or greater than 600 basis points, (iv) in the case of a Hedging Transaction which is an interest rate swap, have a fixed rate such that the excess of the weighted average APR of the Receivables over the fixed rate is equal to or greater than 600 basis points and (v) in the case of any other type of Hedging Transaction, be consented to in writing by the Deal Agent and the Insurer. The aggregate amount of all Hedging Transactions shall have an aggregate notional amount at least equal to the Purchased Loan Net Investment; provided, however, such notional amount shall not be required to exceed the Facility Amount; provided, further, such required amount may be reduced, for the period of time between the pricing and the funding of a Structured Financing, by the aggregate Outstanding Balance of the Receivables to be released in such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans Structured Financing, or (B) such other form as shall be approved otherwise consented to by the Managing Agents and (ii) Insurer. In connection with any Settlement Statement provided hereunder, the Servicer shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrowercopy of all Hedging Transactions not previously delivered. (b) As additional security hereunder, the Borrower hereby assigns has assigned to the Administrative Deal Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all the Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative Agent, not exercise any rights under any Hedging Agreement or Hedge TransactionAgreement, except for the Borrower’s 's right under any Hedging Agreement to enter into Hedge Hedging Transactions in order to meet the Borrower’s 's obligations under Section 5.2(a) hereofhereunder. Nothing herein shall have the effect of releasing the Borrower from any of its obligations under any Hedging Agreement or any Hedge Hedging Transaction, nor be construed as requiring the consent of the Administrative Agent Deal Agent, the Insurer or any Secured Party for the performance by the Borrower of any such obligations.. ARTICLE Eight

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan BalanceOn or prior to each Funding Date, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, shall enter into and maintain a one or more Hedge Transactions, provided that each such Hedge Transaction shall: (i) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have a schedule of periodic monthly (or quarterly, as applicable) calculation periods the first of which Hedge Transaction shall: commences on the Funding Date of the applicable Advance and the last of which ends on the date of the last Scheduled Payment due to occur under the Loans to which that Advance relates; (iiii) be in the form of (A) interest rate caps having a have an amortizing notional amount such that the Hedge Notional Amount in effect on each day during the term of such Hedge Transactions shall be at least equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months portion of the maturity product of the applicable Fixed Rate Loans Hedge Percentage and the Hedge Amount represented by such Advance; and (iv) provide, in the case of any interest rate swap, for two series of monthly (or (Bquarterly, as applicable) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to be netted against each other, one such series being payments to be made by the Borrower to a Hedge Counterparty by reference to a fixed rate for that Hedge Transaction, and the other such series being payments to be made by the applicable Hedge Counterparty at a floating rate equal to “USD-LIBOR-BBA” (as defined in the ISDA Definitions), the net amount of which shall be paid into the U.S. Dollar Collection Account (if payable by such Hedge Counterparty) or, to the extent that of Available Funds and from the LIBO Rate shall exceed a rate agreed upon between the Managing Agents U.S. Dollar Collection Account under Sections 2.9(a)(1)(i) and 2.9(b)(i) of this Agreement (if payable by the Borrower). (b) As additional security hereunderSubject to, and without limiting the provisions of, Article VIII of this Agreement, Borrower hereby assigns to the Administrative Deal Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Deal Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Deal Agent or any Secured Party for the performance by the Borrower of any such obligations. (c) The Borrower shall, promptly upon execution thereof, provide to the Deal Agent and each Lender Agent, a copy of each Hedging Agreement entered into in connection with this Agreement.

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balance, the The Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of on or before the Aggregate Purchased Loan Balanceinitial Advance hereunder, enter into and maintain a Hedge Transaction with a Hedge Counterparty Counterparty, which Hedge Transaction shall: (i) be in the form of (A) an interest rate caps cap having a notional amount equal to (A) prior to the Purchased Loan Balance of such Fixed Rate Loans Termination Date, the Required Notional Amount and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall thereafter, an amount reflecting amortization at a rate to be approved by agreed upon between the Managing Agents Borrower and the Administrative Agent and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents Administrative Agent and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at on any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20date more than 25% of the Aggregate Purchased Loan BalanceCollateral Balance consists of Fixed Rate Obligations and a Hedge Trigger Event shall have occurred (such date the “Hedging Trigger Date”), the Borrower shall, by no later than the end of the first full Collection Period commencing after such Hedging Trigger Date unless waived in writing by the Administrative Agent, with respect only to a Hedge Notional Amount in an amount no less than the Advances hereunder made against such Purchased Loan Principal Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan BalanceObligations, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form substance as shall be reasonably approved by the Managing Agents Administrative Agent and (ii) shall provide for payments to the Borrower to the extent that the LIBO LIBOR Rate shall exceed a rate agreed upon between the Managing Agents Administrative Agent and the Borrower. Notwithstanding the foregoing, absent the occurrence of a Hedging Trigger Date, the Borrower may enter into and maintain a Hedge Transaction with a Hedge Counterparty with respect to all or part of the Advances made hereunder against the aggregate Principal Balance of Fixed Rate Obligations. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may notnot at any time a Default or Event of Default exists (or would result from the Borrower exercising any rights under the Hedging Agreement in accordance with this clause (b)), without the prior written consent of the Administrative 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 under Section 5.2(a5.06(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balance, the The Borrower shall, on or before the Closing Date and on each date on which a Substitute Collateral Debt Obligation shall become part of the Collateral hereunder, with respect only regard to such Purchased Loan Balance of each Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan BalanceCollateral Debt Obligation outstanding at such time, enter into and maintain a one or more Hedge Transaction Transactions, which Hedge Transactions shall: (i) be entered into with a Hedge Counterparty which Hedge Transaction shall: and governed by a Hedging Agreement; (iii) be in the form of (A) interest rate caps having have a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule as shall be agreed upon by the Borrower and the Administrative Agent, it being understood that provides for payments through a date which is within three (3) months of such schedule shall be based on the maturity weighted average life of the applicable Fixed Rate Loans or Collateral Debt Obligations; and (Biii) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents Hedge Counterparty and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns pledges to the Administrative AgentTrustee, as agent for the benefit of the Secured Parties, all right, title and interest of the Borrower in in, but none of the obligations of the Borrower under, any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative AgentTrustee, as agent for the benefit of the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Trustee, the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at On any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balancedate, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, shall enter into and maintain a or have in place one or more Hedge Transactions, provided that each such Hedge Transaction shall: (i) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have a schedule of periodic monthly (or quarterly, as applicable) calculation periods which Hedge Transaction shall: (i) be match the calculation periods of the Fixed Rate Loans included in the form Borrowing Base and the last of which ends on or after the date of the last Scheduled Payment due to occur on the Fixed Rate Loans included in the Borrowing Base; (Aiii) interest rate caps having have a notional amount such that the Hedge Notional Amount in effect on each day during the term of such Hedge Transactions shall be at least equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months product of the maturity Hedge Percentage and the Hedge Amount; and (iv) provide, in the case of the applicable Fixed Rate Loans any interest rate swap, for two series of monthly (or (Bquarterly, as applicable) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to be netted against each other, one such series being payments to be made by the Borrower to a Hedge Counterparty by reference to a fixed rate for that Hedge Transaction, and the other such series being payments to be made by the applicable Hedge Counterparty at a floating rate equal to “USD-LIBOR-BBA” (as defined in the ISDA Definitions), the net amount of which shall be paid into the applicable Collection Account (if payable by such Hedge Counterparty) or, to the extent that of Available Funds and from the LIBO Rate shall exceed a rate agreed upon between the Managing Agents applicable Collection Account under Sections 2.9(a)(1)(i) and 2.9(b)(i) of this Agreement (if payable by the Borrower). (b) As additional security hereunderSubject to, and without limiting the provisions of, Article VIII of this Agreement, Borrower hereby assigns to the Administrative Deal Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Deal Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Deal Agent or any Secured Party for the performance by the Borrower of any such obligations. (c) The Borrower shall, promptly upon execution thereof, provide to the Deal Agent and each Lender Agent, a copy of each Hedging Agreement entered into in connection with this Agreement.

Hedging Agreement. (a) If at On any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balancedate, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, shall enter into and maintain a or have in place one or more Hedge Transactions, provided that each such Hedge Transaction shall: (i) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have a schedule of periodic monthly (or quarterly, as applicable) calculation periods which match the calculation periods of the Fixed Rate Loans included in the Borrowing Base and which shall be based on a Hedge Transaction shall: Percentage of (i) be in 100% for the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule period that provides for payments through a date which is within three (3) months of the maturity of commences on the applicable Fixed Rate Loans or Funding Date through the date that is five (B5) years from such other form as shall be approved by the Managing Agents applicable Funding Date and (ii) 85% for the period thereafter through the date of the last Scheduled Payment due to occur on the Fixed Rate Loans included in the Borrowing Base; (iii) have a notional amount such that the Hedge Notional Amount in effect on each day during the term of such Hedge Transactions shall provide be at least equal to the product of the Hedge Percentage and the Hedge Amount; and (iv) provide, in the case of any interest rate swap, for two series of monthly (or quarterly, as applicable) payments to be netted against each other, one such series being payments to be made by the Borrower to a Hedge Counterparty by reference to a fixed rate for that Hedge Transaction, and the other such series being payments to be made by the applicable Hedge Counterparty at a floating rate equal to “USD-LIBOR-BBA” (as defined in the ISDA Definitions), the net amount of which shall be paid into the applicable Collection Account (if payable by such Hedge Counterparty) or, to the extent that of Available Funds and from the LIBO Rate shall exceed a rate agreed upon between the Managing Agents applicable Collection Account under Sections 2.9(a)(1)(i) and 2.9(b)(i) of this Agreement (if payable by the Borrower). (b) As additional security hereunderSubject to, and without limiting the provisions of, Article VIII of this Agreement, Borrower hereby assigns to the Administrative Deal Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Deal Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Deal Agent or any Secured Party for the performance by the Borrower of any such obligations. (c) The Borrower shall, promptly upon execution thereof, provide to the Deal Agent and each Lender Agent, a copy of each Hedging Agreement entered into in connection with this Agreement.

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan BalanceOn or prior to each Funding Date, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, shall enter into and maintain a one or more Hedge Transactions, provided that each such Hedge Transaction shall: (i) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have a schedule of periodic monthly (or quarterly, as applicable) or quarterly calculation periods the first of which Hedge Transaction shall: commences on the Funding Date of the applicable Advance and the last of which ends on the date of the last Scheduled Payment due to occur under the Loans to which that Advance relates; (iiii) be in the form of (A) interest rate caps having a have an amortizing notional amount such that the Hedge Notional Amount in effect on each day during the term of such Hedge Transactions shall be at least equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months portion of the maturity product of the applicable Fixed Rate Loans Hedge Percentage and the Hedge Amount represented by such Advance; and (iv) provide, in the case of any interest rate swap, for two series of monthly (or (Bquarterly, as applicable) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to be netted against each other, one such series being payments to be made by the Borrower to a Hedge Counterparty by reference to a fixed rate for that Hedge Transaction, and the other such series being payments to be made by the applicable Hedge Counterparty at a floating rate equal to “USD-LIBOR-BBA” (as defined in the ISDA Definitions), the net amount of which shall be paid into the Collection Account (if payable by such Hedge Counterparty) or, to the extent that of Available Funds and from the LIBO Rate shall exceed a rate agreed upon between the Managing Agents Collection Account under Sections 2.9(a)(1)(i) and 2.9(b)(i) of this Agreement (if payable by the Borrower). (b) As additional security hereunderSubject to, and without limiting the provisions of, Article VIII of this Agreement, Borrower hereby assigns to the Administrative Deal Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Deal Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Deal Agent or any Secured Party for the performance by the Borrower of any such obligations. (c) The Borrower shall, promptly upon execution thereof, provide to the Deal Agent and each Lender Agent, a copy of each Hedging Agreement entered into in connection with this Agreement.

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances time, Excess Spread shall be less than 5% and PDCo shall have an unsecured, unguaranteed, long-term debt rating of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balanceless than A- as rated and determined by Bank One in accordance with its internal credit standards, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, Conduit shall enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) an interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved by the Managing Agents and (ii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and the Borrower. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection hedge agreement with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrower’s right under any Hedging Agreement Provider pursuant to enter into Hedge Transactions in order to meet the Borrower’s obligations under Section 5.2(a) hereof. Nothing herein which Conduit shall have the effect of releasing fixed rate obligation and the Borrower from any of its Hedge Provider shall have the floating rate obligation (such hedge agreement, together with the related confirmations and schedules thereunder, the "Hedging Agreement"). The obligations under any the Hedging Agreement or any shall be based upon a schedule of notional amounts that shall initially equal the Aggregate Capital of all Purchaser Interests outstanding at the time such Hedging Agreement is entered into and shall decline over time. On the date of each Incremental Purchase occurring thereafter, such notional amounts shall be amended to reflect a future anticipated amount of Aggregate Capital, based upon scheduled payments and an anticipated level of defaults on the Receivables and, on the Settlement Date occurring after each such Incremental Purchase, the Hedge TransactionFixed Rate shall be re-set to an interest rate agreed to by the Conduit and the Hedge Provider, nor and if Bank One is then acting as Hedge Provider, the Agent shall notify Seller of such interest rate. After the Hedging Agreement has been entered into in accordance with the terms of this Section 7.3, on each Settlement Date, the Hedge Provider shall be construed as requiring obligated to pay the consent Hedge Floating Amount to the Agent, for the account of the Administrative Agent or any Secured Party for Purchasers and distribution pursuant to Article II and the performance by the Borrower Hedge Provider shall be entitled to receive out of any such obligations.Finance Charge Collections,

Hedging Agreement. (a) If at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan BalanceOn or prior to each Funding Date, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, shall enter into and maintain a one or more Hedge Transactions for the Loans to be funded by the Advance made on such Funding Date, provided that each such Hedge Transaction shall: (i) be entered into with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having and governed by a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form as shall be approved by the Managing Agents and Hedging Agreement; (ii) have a schedule of monthly payment periods the first of which commences on the 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 with respect to such Advance in effect on each day during the term of such Hedge Transactions shall be equal to Required Notional Amount with respect to such Advance on such day; and (iv) provide for two series of monthly payments to be netted against each other, one such series being payments to be made by the Borrower to a Hedge Counterparty (solely on a net basis) at a floating rate equal to "USD-Prime-H.15" (as defined in the 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 a floating rate based upon "USD-LIBOR-BBA" (as defined in the ISDA Definitions), the net amount of which shall be paid into the Collection Account (if payable by the Hedge Counterparty) or from the Collection Account to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents and funds are available under Section 2.8 of this Agreement (if payable by the Borrower). (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Deal Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “"Hedge Collateral”"), and grants a security interest to the Administrative Deal Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrower’s 's right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Borrower’s 's obligations under Section 5.2(a5.3(a) hereof. 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 construed as requiring the consent of the Administrative Deal Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If The Borrower shall maintain at any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balanceall times one or more Hedge Transactions, the Borrower shall, with respect only to provided that each such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan Balance, enter into and maintain a Hedge Transaction shall: (i) be entered into with a Hedge Counterparty which Hedge Transaction shall: and governed by a Hedging Agreement; and (iii) be in the form of (A) interest rate caps having have a notional amount such that the Hedge Notional Amount in effect on each day during the term of such Hedge Transactions shall be at least equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months product of the maturity of Hedge Percentage and the applicable Fixed Rate Loans or Hedge Amount; and (Biii) be on such other form terms and conditions as shall may be approved by the Managing Agents and (ii) shall provide for payments reasonably satisfactory to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents Administrative Agent and the BorrowerRequired Banks. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all each Hedging AgreementsAgreement, any and all each Hedge TransactionsTransaction, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(asubsection 5.40(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at on any time date the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of Weighted Average Spread is less than seven and one-half percent (7.50%) (such date the Aggregate Purchased Loan Balance“Hedging Trigger Date”), the Borrower shall, by no later than the end of the first full Settlement Period commencing after such Hedging Trigger Date unless waived in writing by the Administrative Agent, with respect only to such Purchased no less than fifty percent (50.0%) of the Outstanding Loan Balance Balances of the Fixed Rate Loans aggregating in excess of 20% that are included as part of the Aggregate Purchased Loan BalanceCollateral, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form substance as shall be reasonably approved by the Managing Agents Administrative Agent and (ii) shall provide for payments to the Borrower to the extent that the LIBO LIBOAdjusted Term SOFR Rate shall exceed a rate agreed upon between the Managing Agents Administrative Agent and the Borrower. Notwithstanding the foregoing, absent the occurrence of a Hedging Trigger Date, the Borrower may enter into and maintain a Hedge Transaction with a Hedge Counterparty with respect to all or part of the Advances made hereunder against the Outstanding Loan Balance of Fixed Rate Loans. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at on any time date the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of Weighted Average Spread is less than seven and one-half percent (7.50%) (such date the Aggregate Purchased Loan Balance“Hedging Trigger Date”), the Borrower shall, by no later than the end of the first full Settlement Period commencing after such Hedging Trigger Date unless waived in writing by the Administrative Agent, with respect only to such Purchased no less than fifty percent (50.0%) of the Outstanding Loan Balance Balances of the Fixed Rate Loans aggregating in excess of 20% that are included as part of the Aggregate Purchased Loan BalanceCollateral, enter into and maintain a Hedge Transaction with a Hedge Counterparty which Hedge Transaction shall: (i) be in the form of (A) interest rate caps having a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule that provides for payments through a date which is within three (3) months of the maturity of the applicable Fixed Rate Loans or (B) such other form substance as shall be reasonably approved by the Managing Agents Administrative Agent and (ii) shall provide for payments to the Borrower to the extent that the LIBO Adjusted Term SOFR Rate shall exceed a rate agreed upon between the Managing Agents Administrative Agent and the Borrower. Notwithstanding the foregoing, absent the occurrence of a Hedging Trigger Date, the Borrower may enter into and maintain a Hedge Transaction with a Hedge Counterparty with respect to all or part of the Advances made hereunder against the Outstanding Loan Balance of Fixed Rate Loans. (b) As additional security hereunder, the Borrower hereby assigns to the Administrative Agent, as agent for the Secured Parties, all right, title and interest of the Borrower in any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative Agent, as agent for the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.

Hedging Agreement. (a) If at The Borrower may, with regard to any time the aggregate Purchased Loan Balances of Fixed Rate Loans exceeds 20% of the Aggregate Purchased Loan Balance, the Borrower shall, with respect only to such Purchased Loan Balance of Fixed Rate Loans aggregating in excess of 20% of the Aggregate Purchased Loan BalanceCollateral Debt Obligations, enter into and maintain a one or more Interest Rate Hedge Transaction Transactions, which Interest Rate Hedge Transactions shall: (i) be entered into with a Hedge Counterparty which Hedge Transaction shall: and governed by a Hedging Agreement; (iii) be in the form of (A) interest rate caps having have a notional amount equal to the Purchased Loan Balance of such Fixed Rate Loans and an amortization schedule as shall be agreed upon by the Borrower and the Administrative Agent, it being understood that provides for payments through a date which is within three (3) months of such schedule shall be based on the maturity weighted average life of the applicable Fixed Rate Loans or Collateral Debt Obligations; and (B) such other form as shall be approved by the Managing Agents and (iiiii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the Managing Agents Hedge Counterparty and the Borrower. (b) Upon the purchase of a Non-USD Obligation, the Borrower may enter into a Currency Hedge Transaction, provided that each such Currency Hedge Transaction shall: (i) be entered into with a Hedge Counterparty, governed by a Hedging Agreement and approved by the Administrative Agent; (ii) have a schedule of periodic quarterly calculation periods which settle on a Payment Date, the first of which commences on the applicable Funding Date associated with such purchase, and the last of which ends on the date of the last Scheduled Payment due to occur under the Non-USD Obligations to which it relates; (iii) have (A) a notional amount denominated in the Approved Foreign Currency of the related Non-USD Obligation (the “Non-USD Notional Amount”), (B) a notional amount denominated in Dollars (the “USD Notional Amount”), (C) a floating payment relating to the index applicable to such Non-USD Obligation payable by the Borrower, (D) a floating payment relating to the LIBO Rate payable by the Hedge Counterparty, and (E) a scheduled termination date equal to the date which the Servicer reasonably expects to be the scheduled final payment date of such Non-USD Obligation or, at the option of the Servicer, the date on which the average life or duration for the Non-USD Obligation being hedged expires; and (iv) provide that (A)(x) the Borrower shall pay to the Hedge Counterparty, in the Approved Foreign Currency in which the related Non-USD Obligation is denominated, a floating rate coupon on the Non-USD Notional Amount of such Currency Hedge Transaction and (y) in exchange, the Hedge Counterparty shall pay to the Borrower, in Dollars, a floating rate coupon on the USD Notional Amount of such Currency Hedge Transaction; (B)(x) the Borrower shall pay to the Hedge Counterparty, in the Permitted Currency in which the related Non-USD Obligation is denominated, a specified portion of the Non-USD Notional Amount as a final principal exchange amount and (y) in exchange, the Hedge Counterparty shall pay to the Borrower, in Dollars, a specified portion of the USD Notional Amount as a final principal exchange amount; and (v) have a Non-USD Notional Amount equal to Outstanding Principal Balance of the Non-USD Obligation being hedged; (c) As additional security hereunder, the Borrower hereby assigns pledges to the Administrative AgentTrustee, as agent for the benefit of the Secured Parties, all right, title and interest of the Borrower in in, but none of the obligations of the Borrower under, any and all Hedging Agreements, any and all Hedge Transactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with its respective Hedging Agreement and Hedge Transaction(s) (collectively, the “Hedge Collateral”), and grants a security interest to the Administrative AgentTrustee, as agent for the benefit of the Secured Parties, in the Hedge Collateral. The Borrower acknowledges that, as a result of that assignment, the Borrower may not, without the prior written consent of the Administrative 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 under Section 5.2(a) hereof. 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 construed as requiring the consent of the Trustee, the Administrative Agent or any Secured Party for the performance by the Borrower of any such obligations.