Common use of Hedging Agreement Clause in Contracts

Hedging Agreement. (a) Immediately upon the occurrence of a Hedge Trigger and on or prior to each Funding Date following the occurrence of a Hedge Trigger, the Borrower shall enter into 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 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; (iii) 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 product of the Hedge Percentage and the Hedge Amount, subject to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by the Agent in its sole discretion; (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 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 Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield. (b) Subject to, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns to the Trustee on behalf of the Secured Parties, all right, title and interest of Borrower in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (“Hedge Collateral”), and grants a security interest to the 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 as a result of 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 Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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 Agent or any Secured Party for the performance by Borrower of any such obligations.

Hedging Agreement. (a) Immediately upon the occurrence of If a Hedge Trigger and on or prior to each Funding Date following the occurrence of a Hedge TriggerPeriod exists, the Borrower shall within 30 days of the occurrence of such Hedge Trigger Period, enter into and maintain one or more Interest Rate Hedge Transactions, provided that each such which Interest Rate Hedge Transaction Transactions shall: (i) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have a notional amount and amortization schedule as shall be agreed upon by the Borrower and the Administrative Agent, it being understood that such schedule shall be based on the weighted average life of the applicable Fixed Rate Loan Assets; and (iii) shall provide for payments to the Borrower to the extent that the LIBOR Rate shall exceed a rate agreed upon between the Hedge Counterparty and the Borrower (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 monthly (or quarterly, as applicable) 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 Loans Non-USD Loan Assets to which it relates; (iii) have an amortizing (A) a notional amount denominated in the Approved Foreign Currency of the related Non-USD Loan Asset (athe “Non-USD Notional Amount”), (B) corresponding to a prepayment speed not to exceed notional amount denominated in Dollars (the “USD Notional Amount”), (C) 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 floating payment relating to the product of the Hedge Percentage and the Hedge Amount, subject index applicable to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed such Non-USD Loan Asset payable by the Agent in its sole discretion; Borrower, (ivD) 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 payment relating to “USD-LIBOR-BBA” (as defined in the ISDA Definitions), the net amount of which shall be paid into the Collection Account (if 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 extent 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 Available Funds and from the Collection Account, under Sections 2.8(a)(1)(i) and 2.8(b)(i) such Currency Hedge Transaction and (xiiy) of this Agreement (if payable by 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 fixed rate or strike price and ensure that Non-USD Notional Amount equal to Outstanding Principal Balance of the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield.Non-USD Loan Asset being hedged; (bc) Subject to, and without limiting the provisions of, Article VIII of this AgreementAs additional security hereunder, the Borrower hereby assigns pledges to the Trustee on behalf Administrative Agent, for the benefit of the Secured Parties, all right, title and interest of the Borrower in each in, but none of the obligations of the Borrower under, any and all Hedging AgreementAgreements, each any and all Hedge TransactionTransactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with the its respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Trustee on behalf Administrative Agent, for the benefit 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 as a result of 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 Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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) Immediately upon the occurrence of a Hedge Trigger and on or prior The Borrower may, with regard to each Funding Date following the occurrence of a Hedge Triggerany Fixed Rate Collateral Debt Obligations, the Borrower shall enter into and maintain one or more Interest Rate Hedge Transactions, provided that each such which Interest Rate Hedge Transaction Transactions shall: (i) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have a notional amount and amortization schedule as shall be agreed upon by the Borrower and the Administrative Agent, it being understood that such schedule shall be based on the weighted average life of the applicable Fixed Rate Collateral Debt Obligations; and (iii) shall provide for payments to the Borrower to the extent that the LIBO Rate shall exceed a rate agreed upon between the 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 monthly (or quarterly, as applicable) 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 Loans Non-USD Obligations to which it relates; (iii) have an amortizing (A) a notional amount denominated in the Approved Foreign Currency of the related Non-USD Obligation (athe “Non-USD Notional Amount”), (B) corresponding to a prepayment speed not to exceed notional amount denominated in Dollars (the “USD Notional Amount”), (C) 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 floating payment relating to the product of the Hedge Percentage and the Hedge Amount, subject index applicable to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed such Non-USD Obligation payable by the Agent in its sole discretion; Borrower, (ivD) 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 payment relating to “USD-LIBOR-BBA” (as defined in the ISDA Definitions), the net amount of which shall be paid into the Collection Account (if 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 extent 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 Available Funds and from the Collection Account, under Sections 2.8(a)(1)(i) and 2.8(b)(i) such Currency Hedge Transaction and (xiiy) of this Agreement (if payable by 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 fixed rate or strike price and ensure that Non-USD Notional Amount equal to Outstanding Principal Balance of the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield.Non-USD Obligation being hedged; (bc) Subject to, and without limiting the provisions of, Article VIII of this AgreementAs additional security hereunder, the Borrower hereby assigns pledges to the Trustee on behalf Trustee, for the benefit of the Secured Parties, all right, title and interest of the Borrower in each in, but none of the obligations of the Borrower under, any and all Hedging AgreementAgreements, each any and all Hedge TransactionTransactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with the its respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Trustee on behalf Trustee, for the benefit 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 as a result of 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 Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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) Immediately upon The Borrower shall, on or before the occurrence of a Hedge Trigger Closing Date and on or prior each date on which a Substitute Collateral Debt Obligation shall become part of the Collateral hereunder, with regard to each Funding Date following the occurrence of a Hedge TriggerFixed Rate Collateral Debt Obligation outstanding at such time, the Borrower shall enter into and maintain one or more Hedge Transactions, provided that each such which Hedge Transaction Transactions shall: (i) be entered into with a Hedge Counterparty and governed by a Hedging Agreement; (ii) have a notional amount and amortization schedule of periodic monthly (or quarterlyas shall be agreed upon by the Borrower and the Administrative Agent, as applicable) calculation periods which settle on a Payment Date, the first of which commences it being understood that such schedule shall be based on the Funding Date and the last of which ends on the date weighted average life of the last Scheduled Payment due to occur under the Loans to which it relates;applicable Fixed Rate Collateral Debt Obligations; and (iii) 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 product of the Hedge Percentage and the Hedge Amount, subject to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by the Agent in its sole discretion; (iv) provide, in the case of any interest rate swap, 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 the extent that the LIBO Rate shall exceed a Hedge Counterparty by reference to a fixed rate for that Hedge Transaction, and the other such series being payments to be made by agreed upon between 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 Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield. (b) Subject to, and without limiting the provisions of, Article VIII of this AgreementAs additional security hereunder, the Borrower hereby assigns pledges to the Trustee on behalf Trustee, for the benefit of the Secured Parties, all right, title and interest of the Borrower in each in, but none of the obligations of the Borrower under, any and all Hedging AgreementAgreements, each any and all Hedge TransactionTransactions, and any and all present and future amounts payable by a Hedge Counterparty to the Borrower under or in connection with the its respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (collectively, the “Hedge Collateral”), and grants a security interest to the Trustee on behalf Trustee, for the benefit 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 as a result of 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 Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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) Immediately upon the occurrence of a Hedge Trigger and on or prior to each Funding Date following the occurrence of a Hedge TriggerOn any date, the Borrower shall enter into 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 settle on a Payment Date, match the first calculation periods of which commences on the Funding Date Fixed Rate Loans included in the Borrowing Base and the last of which ends on or after the date of the last Scheduled Payment due to occur under on the Fixed Rate Loans to which it relatesincluded in the Borrowing Base; (iii) have an amortizing a 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 product of the Hedge Percentage and the Hedge Amount, subject to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by the Agent in its sole discretion;; 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 the such Hedge Counterparty) or, to the extent of Available Funds and from the applicable Collection Account, Account under Sections 2.8(a)(1)(i2.9(a)(1)(i) and 2.8(b)(i) and (xii2.9(b)(i) of this Agreement (if payable by the Borrower); and (v) have a fixed rate or strike price and ensure that the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield. (b) Subject to, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns to the Trustee on behalf of Deal Agent, as agent for the Secured Parties, all right, title and interest of Borrower in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (the “Hedge Collateral”), and grants a security interest to the Trustee on behalf of Deal Agent, as agent for 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 such assignment the that assignment, Borrower may not, except as set forth in the proviso to the immediately preceding sentence, without the prior written consent of the Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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 Deal Agent or any Secured Party for the performance by 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) Immediately upon the occurrence of a Hedge Trigger and on On or prior to each Funding Date following the occurrence of a Hedge TriggerDate, the Borrower shall enter into 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 settle on a Payment Date, the first of which 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 it that Advance relates; (iii) 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 portion of the product of the Hedge Percentage and the Hedge Amount, subject to any permitted excess or shortfall in the Hedge Amount as may be allowed represented by a Hedge Amount notional band as agreed by the Agent in its sole discretion;such Advance; 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 U.S. Dollar Collection Account (if payable by the such Hedge Counterparty) or, to the extent of Available Funds and from the U.S. Dollar Collection Account, Account under Sections 2.8(a)(1)(i2.9(a)(1)(i) and 2.8(b)(i) and (xii2.9(b)(i) of this Agreement (if payable by the Borrower); and (v) have a fixed rate or strike price and ensure that the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield. (b) Subject to, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns to the Trustee on behalf of Deal Agent, as agent for the Secured Parties, all right, title and interest of Borrower in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (the “Hedge Collateral”), and grants a security interest to the Trustee on behalf of Deal Agent, as agent for 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 such assignment the that assignment, Borrower may not, except as set forth in the proviso to the immediately preceding sentence, without the prior written consent of the Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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 Deal Agent or any Secured Party for the performance by 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) Immediately upon the occurrence of a Hedge Trigger and on On or prior to each Funding Date following the occurrence of a Hedge TriggerDate, the Borrower shall enter into 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 which settle on a Payment Date, the first of which 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 it that Advance relates; (iii) 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 portion of the product of the Hedge Percentage and the Hedge Amount, subject to any permitted excess or shortfall in the Hedge Amount as may be allowed represented by a Hedge Amount notional band as agreed by the Agent in its sole discretion;such Advance; 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 Collection Account (if payable by the such Hedge Counterparty) or, to the extent of Available Funds and from the Collection Account, Account under Sections 2.8(a)(1)(i2.9(a)(1)(i) and 2.8(b)(i) and (xii2.9(b)(i) of this Agreement (if payable by the Borrower); and (v) have a fixed rate or strike price and ensure that the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield. (b) Subject to, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns to the Trustee on behalf of Deal Agent, as agent for the Secured Parties, all right, title and interest of Borrower in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (the “Hedge Collateral”), and grants a security interest to the Trustee on behalf of Deal Agent, as agent for 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 such assignment the that assignment, Borrower may not, except as set forth in the proviso to the immediately preceding sentence, without the prior written consent of the Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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 Deal Agent or any Secured Party for the performance by 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) Immediately upon the occurrence of a Hedge Trigger and on On or prior to each Funding Date following the occurrence of a Hedge TriggerPrefunding Date, the Borrower shall enter have (i) entered into one or more Hedge TransactionsHedging Transactions for the Receivables funded on such Prefunding Date and (ii) prior to such Prefunding Date, provided certify to the Deal Agent and the Insurer on the Prefunding Request that each the Servicer or the Borrower, as the case may be, has entered into Hedging Transactions satisfying the conditions of this Agreement. Each such Hedge Hedging Transaction shall: shall (i) be entered into with a Hedge Hedging Counterparty and governed by a Hedging Agreement; , (ii) have a schedule of periodic monthly (or quarterly, as applicable) calculation periods which settle on a Payment Date, require the first of which commences on Hedging Counterparty to make all payments owed to the Funding Date and the last of which ends on the date of the last Scheduled Payment due to occur Borrower under the Loans related Hedging Agreement to the Collection Account; provided, however, any such payments which it relates; 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 case of a Hedging Transaction which is an interest rate cap, have an amortizing notional amount (a) corresponding to a prepayment speed not to exceed a 15% constant prepayment cap rate and (b) such that the Hedge Notional Amount excess of the weighted average APR of the Receivables over the cap rate is equal to or greater than 600 basis points, (iv) in effect on each day during the term case of a Hedging Transaction which is an interest rate swap, have a fixed rate such Hedge 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 be have an aggregate notional amount at least equal to the product 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 Hedge Percentage and the Hedge AmountReceivables to be released in such Structured Financing, subject or as otherwise consented to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by the Agent in its sole discretion; (iv) provide, in the case of Insurer. In connection with 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)Settlement Statement provided hereunder, the net amount Servicer shall provide a copy 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 Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be all Hedging Transactions not less than the Minimum Portfolio Yieldpreviously delivered. (b) Subject to, and without limiting the provisions of, Article VIII of this AgreementAs additional security hereunder, the Borrower hereby assigns has assigned to the Trustee on behalf of Deal Agent, as agent for the Secured Parties, all right, title and interest of Borrower in each the Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (“Hedge Collateral”), and grants a security interest to the 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 such assignment that assignment, the Borrower may not, except as set forth in the proviso to the immediately preceding sentence, without the prior written consent of the 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 Agent Deal Agent, the Insurer or any Secured Party for the performance by the Borrower of any such obligations.. ARTICLE Eight

Hedging Agreement. (a) Immediately upon the occurrence of a Hedge Trigger and on On or prior to each Funding Purchase Date following the occurrence of a Hedge Triggerfor any Purchase, the Borrower Seller shall enter into one or more Hedge TransactionsTransactions for that Purchase, 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 payment periods which settle on a Payment Date, the first of which commences on the Funding Purchase Date of that Purchase and the last of which ends on the date of the last Scheduled Payment due to occur under the Loans to which it that Purchase relates; (iii) 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 any monthly payment period shall be equal to at least equal to the product seventy-five percent (75%) but not more than one hundred percent (100%) of the Hedge Percentage 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 Hedge Amount, subject to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by the Agent in its sole discretion;Adjusted Eurodollar Rate is less than 2%; and (iv) provide, in the case of any interest rate swap, 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 Seller to a Hedge Counterparty (solely on a net basis) by reference to a fixed rate for that Hedge Transactioninterest rate, and the other such series being payments to be made by the Hedge Counterparty at to the Deal Agent (solely on a floating net basis) by reference to the money market yield of the rate equal to “USDset forth in Federal Reserve Statistical Release H.15 (519) under the caption "Commercial Paper-LIBORNonfinancial" for a 30-BBA” (day maturity as defined in effect on the ISDA Definitions)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, or from the Collection Account to the extent of Available Funds and from the Collection Account, funds are available under Sections 2.8(a)(1)(i) and 2.8(b)(i) and (xii) Section 2.7 or 2.9 of this Agreement (if payable by the BorrowerSeller); and (v) have a fixed rate or strike price and ensure that the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield. (b) Subject toAs additional security hereunder, and without limiting the provisions of, Article VIII of this Agreement, the Borrower Seller hereby assigns to the Trustee on behalf of Deal Agent, as agent for the Secured Parties, all right, title and interest of Borrower Seller in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower Seller under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (“"Hedge Collateral”"), and grants a security interest to the Trustee on behalf of Deal Agent, as agent for the Secured Parties, in the Hedge Collateral; provided. Seller acknowledges that, 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 as a result of such assignment the Borrower that assignment, Seller may not, except as set forth in the proviso to the immediately preceding sentence, without the prior written consent of the Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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 Deal Agent or any Secured Party for the performance by Borrower Seller of any such obligations.

Hedging Agreement. (a) Immediately upon the occurrence of a Hedge Trigger and on or prior to each Funding Date following the occurrence of a Hedge Trigger, the Borrower shall enter into 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 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; (iii) 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 product of the Hedge Percentage and the Hedge Amount, subject to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by the Agent in its sole discretion; (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 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)(isubsections 2.9(a)(1)(i) and 2.8(b)(i2.9(b)(i) and (xiixi) of this Agreement (if payable by the Borrower); and (v) have a fixed rate or strike price and ensure that the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield. (b) Subject to, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns to the Trustee on behalf of Agent, as agent for the Secured Parties, all right, title and interest of Borrower in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (“Hedge Collateral”), and grants a security interest to the Trustee on behalf of Agent, as agent for 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 such assignment the that assignment, Borrower may not, except as set forth in the proviso to the immediately preceding sentence, without the prior written consent of the Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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 Agent or any Secured Party for the performance by Borrower of any such obligations.

Hedging Agreement. (a) Immediately upon the occurrence If at any time, Excess Spread shall be less than 5% and PDCo shall have an unsecured, unguaranteed, long-term debt rating of a Hedge Trigger less than A- as rated and on or prior to each Funding Date following the occurrence of a Hedge Triggerdetermined by Bank One in accordance with its internal credit standards, the Borrower Conduit shall enter into one or more an interest rate hedge agreement with the Hedge TransactionsProvider pursuant to which Conduit shall have the fixed rate obligation and the Hedge Provider shall have the floating rate obligation (such hedge agreement, provided that each such Hedge Transaction shall: (i) be entered into together with a Hedge Counterparty the related confirmations and governed by a schedules thereunder, the "Hedging Agreement; (ii) have "). The obligations under the Hedging Agreement shall be based upon a schedule of periodic monthly (or quarterly, as applicable) calculation periods which settle on a Payment Date, notional amounts that shall initially equal the first Aggregate Capital of which commences on all Purchaser Interests outstanding at the Funding Date time such Hedging Agreement is entered into and the last of which ends on 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 last Scheduled Payment due to occur under Receivables and, on the Loans to which it relates; (iii) have an amortizing notional amount (a) corresponding to a prepayment speed not to exceed a 15% constant prepayment rate and (b) Settlement Date occurring after each such that Incremental Purchase, the Hedge Notional Amount in effect on each day during the term of such Hedge Transactions Fixed Rate shall be at least equal re-set to an interest rate agreed to by the product of the Hedge Percentage Conduit and the Hedge AmountProvider, subject to any permitted excess or shortfall in the and if Bank One is then acting as Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by Provider, the Agent in its sole discretion; (iv) provide, in shall notify Seller of such interest rate. After 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 Hedging Agreement (if payable by the Borrower); and (v) have a fixed rate or strike price and ensure that the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into in accordance with the terms of this Section 7.3, on each Settlement Date, the Hedge Provider shall be not less than the Minimum Portfolio Yield. (b) Subject to, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns obligated to the Trustee on behalf of the Secured Parties, all right, title and interest of Borrower in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (“Hedge Collateral”), and grants a security interest to the Trustee on behalf of the Secured Parties, in pay the Hedge Collateral; provided, however, that so long as the Hedge Counterparty is the Agent or any Affiliate thereof, the Trustee hereby grants Floating Amount 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 as a result of 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 Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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 account of the Agent or any Secured Party for Purchasers and distribution pursuant to Article II and the performance by Borrower Hedge Provider shall be entitled to receive out of any such obligations.Finance Charge Collections,

Hedging Agreement. (a) Immediately upon the occurrence of a Hedge Trigger and on On or prior to each Funding Date following the occurrence of a Hedge TriggerDate, the Borrower shall enter into 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 which 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; (iii) 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 product of the Hedge Percentage and the Hedge Amount, subject to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by the Agent in its sole discretion;; and (iv) provide, in the case of any interest rate swap, 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, or from the Collection Account to the extent of Available Funds and from the Collection Account, funds are available under Sections 2.8(a)(1)(isubsections 2.9(a)(i) and 2.8(b)(i) and (xii2.9(b)(i) of this Agreement (if payable by the Borrower); and (v) have a fixed rate or strike price and ensure that the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield. (b) Subject toAs additional security hereunder, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns to the Trustee on behalf of Deal Agent, as agent for the Secured Parties, all right, title and interest of Borrower in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (“Hedge Collateral”), and grants a security interest to the Trustee on behalf of Deal Agent, as agent for 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 such assignment the that assignment, Borrower may not, except as set forth in the proviso to the immediately preceding sentence, without the prior written consent of the Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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 Deal Agent or any Secured Party for the performance by Borrower of any such obligations.

Hedging Agreement. 8.5.1 On or before the Utilisation Date the Borrowers shall (unless agreed otherwise by the Agent) enter into, and shall thereafter maintain, the Hedging Agreements. 8.5.2 The Hedging Agreements referred to in clause 8.5.1 shall be (unless agreed otherwise by the Agent): (a) Immediately upon with the occurrence Hedge Counterparty; (b) in aggregate for the notional principal amount of between 95% and 105% of the Loan from time to time (with a Hedge Trigger right on the part of the Borrowers to reduce, transfer or novate the notional principal amount should it exceed the Loan); (c) for the period from the Utilisation Date to the Repayment Date; (d) on the terms of the International Swaps and on or prior to each Funding Date following the occurrence of a Hedge Trigger, the Borrower shall enter into one or more Hedge Transactions, provided that each such Hedge Transaction shallDerivatives Association 1992 ISDA Master Agreement (Multicurrency Cross Border) under which: (ia) second method" and "market quotation" shall be specified as the payment method applicable; and (b) the governing law shall be English law. 8.5.3 The Hedging Agreements referred to in this clause shall (if required by the Agent) be entered into assigned to or otherwise secured in favour of, and in a manner acceptable to, the Agent. 8.5.4 The Borrowers covenants that for so long as any sums are outstanding under this Agreement and/or the Commitments are not reduced to zero it will not terminate or close out any Hedging Agreement except: (a) as permitted by clause 8.5.2(b) above; (b) if it becomes illegal for it to continue to comply with a Hedge Counterparty and governed by a its obligations under that Hedging Agreement; (iic) if all monies, present and future, actual or contingent, pursuant to the Finance Documents have a schedule of periodic monthly unconditionally and irrevocably been paid and discharged in full; or (or quarterly, as applicabled) calculation periods which settle on a Payment Date, with the first of which commences on the Funding Date and the last of which ends on the date consent of the last Scheduled Payment due to occur under the Loans to which it relates; (iii) 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 product of the Hedge Percentage and the Hedge Amount, subject to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by the Agent in its sole discretion; (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 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, parties to the extent of Available Funds and from the Collection Accountrelevant Hedging Agreement. 8.5.5 The Borrowers shall not enter into any hedging or currency management arrangements, 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 options or strike price and ensure that the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less other derivative transactions other than the Minimum Portfolio Yield. (b) Subject to, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns to the Trustee on behalf of the Secured Parties, all right, title and interest of Borrower in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (“Hedge Collateral”), and grants a security interest to the 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 as a result of such assignment the Borrower may not, except as set forth in the proviso to the immediately preceding sentence, Agreements without the prior written consent of the Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for Borrower’s right under any Hedging Agreement to save that the Management Borrower may enter into Hedge Transactions in order such arrangements or transactions with a mark 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 Agent or any Secured Party for the performance by Borrower of any market exposure not exceeding L5,000,000 without needing such obligationsconsent.

Hedging Agreement. (a) Immediately upon the occurrence of a Hedge Trigger and on On or prior to each Funding Date following the occurrence of a Hedge TriggerDate, the Borrower shall enter into one or more Hedge TransactionsTransactions 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 and governed by a Hedging Agreement; (ii) have a schedule of periodic monthly (or quarterly, as applicable) calculation payment periods which 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 that Advance relates; (iii) 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 with respect to such Advance in effect on each day during the term of such Hedge Transactions shall be at least equal to the product of the Hedge Percentage and the Hedge Amount, subject Required Notional Amount with respect to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by the Agent in its sole discretion;such Advance on such day; and (iv) provide, in the case of any interest rate swap, 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 by reference (solely on a net basis) at a floating rate equal to a fixed rate for that Hedge Transaction, "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 equal to “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, or from the Collection Account to the extent of Available Funds and from the Collection Account, funds are available under Sections 2.8(a)(1)(i) and 2.8(b)(i) and (xii) Section 2.8 of this Agreement (if payable by the Borrower); and (v) have a fixed rate or strike price and ensure that the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield. (b) Subject toAs additional security hereunder, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns to the Trustee on behalf of Deal Agent, as agent for the Secured Parties, all right, title and interest of Borrower in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (“"Hedge Collateral”"), and grants a security interest to the Trustee on behalf of Deal Agent, as agent for 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 such assignment the that assignment, Borrower may not, except as set forth in the proviso to the immediately preceding sentence, without the prior written consent of the Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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 Deal Agent or any Secured Party for the performance by Borrower of any such obligations.

Hedging Agreement. (a) Immediately upon the occurrence of a Hedge Trigger and on or prior to each Funding Date following the occurrence of a Hedge TriggerOn any date, the Borrower shall enter into 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 settle match the calculation periods of the Fixed Rate Loans included in the Borrowing Base and which shall be based on a Payment Date, Hedge Percentage of (i) 100% for the first of which period that commences on the applicable Funding Date through the date that is five (5) years from such applicable Funding Date and (ii) 85% for the last of which ends on period thereafter through the date of the last Scheduled Payment due to occur under on the Fixed Rate Loans to which it relatesincluded in the Borrowing Base; (iii) have an amortizing a 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 product of the Hedge Percentage and the Hedge Amount, subject to any permitted excess or shortfall in the Hedge Amount as may be allowed by a Hedge Amount notional band as agreed by the Agent in its sole discretion;; 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 the such Hedge Counterparty) or, to the extent of Available Funds and from the applicable Collection Account, Account under Sections 2.8(a)(1)(i2.9(a)(1)(i) and 2.8(b)(i) and (xii2.9(b)(i) of this Agreement (if payable by the Borrower); and (v) have a fixed rate or strike price and ensure that the Portfolio Yield on any Determination Date after such Hedge Transaction has been entered into shall be not less than the Minimum Portfolio Yield. (b) Subject to, and without limiting the provisions of, Article VIII of this Agreement, the Borrower hereby assigns to the Trustee on behalf of Deal Agent, as agent for the Secured Parties, all right, title and interest of Borrower in each Hedging Agreement, each Hedge Transaction, and all present and future amounts payable by a Hedge Counterparty to Borrower under or in connection with the respective Hedging Agreement and Hedge Transaction(s) with that Hedge Counterparty (the “Hedge Collateral”), and grants a security interest to the Trustee on behalf of Deal Agent, as agent for 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 such assignment the that assignment, Borrower may not, except as set forth in the proviso to the immediately preceding sentence, without the prior written consent of the Deal Agent, exercise any rights under any Hedging Agreement or Hedge Transaction, except for 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 Deal Agent or any Secured Party for the performance by 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.