Common use of Hedging Arrangements Clause in Contracts

Hedging Arrangements. (a) With respect to any Receivables acquired by Seller which are denominated in a currency other than Dollars, Seller shall procure and maintain in full force and effect at all times Eligible Hedging Arrangements in an aggregate notional amount not less than the Aggregate Capital at such time. (b) On the date of the each Incremental Purchase of a Purchaser Interest in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunder.

Hedging Arrangements. (a) With respect From the date of this Agreement until the Closing Date, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the bank counterparties to each aluminum or aluminum premium hedge that has been entered into at the request of a counterparty to a Customer Contract, a Fixed Price Customer Contract or Supplier Contract that is exclusively related to the Business and to which such counterparty is bearing a corresponding economic adjustment that will be realized to the benefit or detriment of Purchaser (each, a “Back-to-Back Business Hedge”), all consents required to transfer and novate such Back-to Back Hedge to Purchaser and release Seller, Rexam and/or any Receivables acquired by Seller which are denominated in a currency other than Dollarsof their respective Affiliates from such Back-to Back Business Hedge and, if applicable, Seller Guarantees, and, to the extent such consents are obtained, Purchaser shall procure assume, from and maintain in full force after the Closing, all rights, liabilities, duties and effect at all times Eligible Hedging Arrangements in an aggregate notional amount not less than the Aggregate Capital at obligations under each such timeBack-to-Back Business Hedge. (b) On In the date event that any of the each Incremental Purchase Back-to-Back Business Xxxxxx is not transferred and novated to Purchaser or its Affiliate as of a Purchaser Interest the Closing Date in relation to Receivables denominated in a currency other than Dollarsaccordance with Section 4.22(a) (any Back-to-Back Business Hedge not so transferred and novated, an “Unassumed Back-to-Back Hedge”), Seller and Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time prior to the Closing Date to early terminate each such Unassumed Back-to-Back Hedge prior to the Closing Date, and (i) with respect to Unassumed Back-to-Back Xxxxxx that are early terminated at a net loss, (A) Purchaser shall procure Hedging Arrangements that include a forward exchange contract designate losses in an amount not to exceed $16.5 million (a the “Forward Exchange ContractCapped Back-to-Back Hedge Termination Loss”) contemplating settlement on to be included as an asset for purposes of the Settlement Date following calculation of Net Debt pursuant to Section 1.6 and (B) any losses in excess of the date Capped Back-to-Back Hedge Termination Loss not so designated shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment under the Unassumed Back-to-Back Hedge to which the particular loss relates had the Unassumed Back-to-Back Hedge not been early terminated, or (ii) with respect to any Unassumed Back-to-Back Hedge that is early terminated at a net gain, the amount of such Incremental Purchasegain shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6. (c) Thereafter, on each Reporting From the date of this Agreement until the Closing Date, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the Forward Exchange Contract then in effect bank counterparties to be replaced with a new Forward Exchange Contract or extendedeach currency and other hedge that is exclusively related to the Business and that Seller and Purchaser have agreed to novate (each, with an “Other Business Hedge”), all consents required to transfer and novate such Other Business Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Other Business Hedge and, if applicable, Seller Guaranties, and, to the effect in either case that extent such consents are obtained, Purchaser shall assume, from and after the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement DateClosing, all rights, liabilities, duties and obligations under each such Other Business Hedge. (d) All reports relating In the event that an Other Business Hedge is transferred and novated to Purchaser or its Affiliate in accordance with Section 4.22(c), Seller and Purchaser shall xxxx-to-market such Other Business Hedge as of the Receivables Closing Date and (whether i) with respect to such Other Business Hedge that reflects a loss position as of the Closing Date, the amount of such loss position shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 8.5 or otherwise1.6 and (ii) and all determinations with respect to such Other Business Hedge that reflects a positive position as of compliance with the covenants set forth herein relating to Closing Date, the Receivables (whether amount of such positive position shall be included as an asset for purposes of the calculation of Net Debt pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made1.6. (e) In the case of a Back-to-Back Business Hedge that relates both to one or more Transferred Contracts and one or more Contracts that are Excluded Assets (each a “Shared Back-to-Back Hedge”), Seller hereby assignsand Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time to early terminate that portion of such Shared Back-to-Back Hedge that is related to a Transferred Contract prior to the Closing Date, and (i) with respect to any such portion of Shared Back-to-Back Xxxxxx that are early terminated at a net loss, (A) Purchaser shall designate losses in an amount that, together with any losses included pursuant to Section 4.22(b) as part an asset for purposes of the Related Securitycalculation of Net Debt pursuant to Section 1.6, Purchaser Interests in all of its right, title and interest inshall not exceed the Capped Back-to-Back Hedge Termination Loss, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent be included as an asset for the benefit purposes of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent calculation of Net Debt pursuant to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty Section 1.6 and (B) any losses in excess of the interests Capped Back-to-Back Hedge Termination Loss shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment to its counterparty under the Shared Back-to-Back Hedge to which the particular loss relates had the Shared Back-to-Back Hedge not been early terminated, or (ii) with respect to any such portion of a Shared Back-to-Back Hedge that is early terminated at a net gain, the amount of such gain shall be included as a liability for purposes of the Agent and the Purchasers hereundercalculation of Net Debt pursuant to Section 1.6.

Hedging Arrangements. (a) With respect to any Receivables acquired by Seller which are denominated in a currency other than U.S. Dollars, Seller shall procure and maintain in full force and effect at all times Eligible Hedging Arrangements in an aggregate notional amount not less than the Aggregate Capital at such time. (b) On the date of the each Incremental Purchase of a Purchaser Interest in relation to Receivables denominated in a currency other than U.S. Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Weekly Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Weekly Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Weekly Settlement Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into U.S. Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunder.

Hedging Arrangements. The Debtor shall (a) With at or prior to the time of any Receivables Delivery, provide to the Note Insurer, and the Collateral Agent an Officer’s Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (b) in connection with any Servicer’s Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount equal to the Required Notional Amount, and if such Hedging Arrangement is a swap, not greater than the Net Investment related to such swap. On each Delivery Date, the notional balance of the Hedging Arrangement shall be in an amount equal to the Required Notional Amount and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables acquired by Seller which are denominated to be added in connection with such Funding). The form, structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer (and which, unless such Hedging Agreement is a currency other than Dollarscap agreement, Seller shall procure be submitted to the Note Insurer for its prior review) and maintain must be in full force and effect at all times Eligible during which the Net Receivables Balance is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangements Arrangement shall have a long-term unsecured debt rating from Moody’s and S&P of at least “A2” and “A,” respectively. With respect to any Hedging Arrangement, (i) on and after the occurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer shall have the right, in its sole discretion, to direct the Debtor’s actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an “Interest Rate Cap” and collectively, the “Interest Rate Caps”): (i) any such counterparty thereto not rated at least “A” by S&P or “A2” by Moody’s shall be approved in writing by the Note Insurer, Moody’s and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount thereunder shall amortize according to the scheduled amortization of the Receivables funded on the related Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the aggregate notional amount not less than the Aggregate Capital at of such time. (b) On the date of the each Incremental Purchase of a Purchaser Interest in relation to Receivables denominated in a currency Hedging Arrangement together with all other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to must equal the Required Notional Amount; (vii) such Hedging Arrangement must be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (or committed to become effectiveviii) the Effective Date shall contemplate settlement on be no later than the then next following Settlement Delivery Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunder.

Hedging Arrangements. (a) With respect From the date of this Agreement until the Closing Date, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the bank counterparties to each aluminum or aluminum premium hedge that has been entered into at the request of a counterparty to a Customer Contract, a Fixed Price Customer Contract or Supplier Contract that is exclusively related to the Business and to which such counterparty is bearing a corresponding economic adjustment that will be realized to the benefit or detriment of Purchaser (each, a “Back-to-Back Business Hedge”), all consents required to transfer and novate such Back-to Back Hedge to Purchaser and release Seller, Rexam and/or any Receivables acquired by Seller which are denominated in a currency other than Dollarsof their respective Affiliates from such Back-to Back Business Hedge and, if applicable, Seller Guarantees, and, to the extent such consents are obtained, Purchaser shall procure assume, from and maintain in full force after the Closing, all rights, liabilities, duties and effect at all times Eligible Hedging Arrangements in an aggregate notional amount not less than the Aggregate Capital at obligations under each such timeBack-to-Back Business Hedge. (b) On In the date event that any of the each Incremental Purchase Back-to-Back Business Xxxxxx is not transferred and novated to Purchaser or its Affiliate as of a Purchaser Interest the Closing Date in relation to Receivables denominated in a currency other than Dollarsaccordance with Section 4.22(a) (any Back-to-Back Business Hedge not so transferred and novated, an “Unassumed Back-to-Back Hedge”), Seller and Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time prior to the Closing Date to early terminate each such Unassumed Back-to-Back Hedge prior to the Closing Date, and (i) with respect to Unassumed Back-to-Back Xxxxxx that are early terminated at a net loss, (A) Purchaser shall procure Hedging Arrangements that include a forward exchange contract designate losses in an amount not to exceed $16.5 million (a the “Forward Exchange ContractCapped Back-to-Back Hedge Termination Loss”) contemplating settlement on to be included as an asset for purposes of the Settlement Date following calculation of Net Debt pursuant to Section 1.6 and (B) any losses in excess of the date Capped Back-to-Back Hedge Termination Loss not so designated shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment under the Unassumed Back-to-Back Hedge to which the particular loss relates had the Unassumed Back-to-Back Hedge not been early terminated, or (ii) with respect to any Unassumed Back-to-Back Hedge that is early terminated at a net gain, the amount of such Incremental Purchasegain shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 1.6. (c) Thereafter, on each Reporting From the date of this Agreement until the Closing Date, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the Forward Exchange Contract then in effect bank counterparties to be replaced with a new Forward Exchange Contract or extendedeach currency and other hedge that is exclusively related to the Business and that Seller and Purchaser have agreed to novate (each, with an “Other Business Hedge”), all consents required to transfer and novate such Other Business Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Other Business Hedge and, if applicable, Seller Guaranties, and, to the effect in either case that extent such consents are obtained, Purchaser shall assume, from and after the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement DateClosing, all rights, liabilities, duties and obligations under each such Other Business Hedge. (d) All reports relating In the event that an Other Business Hedge is transferred and novated to Purchaser or its Affiliate in accordance with Section 4.22(c), Seller and Purchaser shall xxxx-to- market such Other Business Hedge as of the Receivables Closing Date and (whether i) with respect to such Other Business Hedge that reflects a loss position as of the Closing Date, the amount of such loss position shall be included as a liability for purposes of the calculation of Net Debt pursuant to Section 8.5 or otherwise1.6 and (ii) and all determinations with respect to such Other Business Hedge that reflects a positive position as of compliance with the covenants set forth herein relating to Closing Date, the Receivables (whether amount of such positive position shall be included as an asset for purposes of the calculation of Net Debt pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made1.6. (e) In the case of a Back-to-Back Business Hedge that relates both to one or more Transferred Contracts and one or more Contracts that are Excluded Assets (each a “Shared Back-to-Back Hedge”), Seller hereby assignsand Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time to early terminate that portion of such Shared Back-to- Back Hedge that is related to a Transferred Contract prior to the Closing Date, and (i) with respect to any such portion of Shared Back-to-Back Xxxxxx that are early terminated at a net loss, (A) Purchaser shall designate losses in an amount that, together with any losses included pursuant to Section 4.22(b) as part an asset for purposes of the Related Securitycalculation of Net Debt pursuant to Section 1.6, Purchaser Interests in all of its right, title and interest inshall not exceed the Capped Back-to-Back Hedge Termination Loss, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent be included as an asset for the benefit purposes of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent calculation of Net Debt pursuant to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty Section 1.6 and (B) any losses in excess of the interests Capped Back-to-Back Hedge Termination Loss shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment to its counterparty under the Shared Back-to-Back Hedge to which the particular loss relates had the Shared Back-to-Back Hedge not been early terminated, or (ii) with respect to any such portion of a Shared Back-to-Back Hedge that is early terminated at a net gain, the amount of such gain shall be included as a liability for purposes of the Agent and the Purchasers hereundercalculation of Net Debt pursuant to Section 1.6.

Hedging Arrangements. (a) With Aspen, in the ordinary course of its business, enters into foreign exchange contracts (“Program FX Contracts”) in respect to any Receivables acquired by Seller which of its receivables that are denominated in a currency other than DollarsU.S. Dollars (the “Non-USD Receivables”). The Transferred Receivables include certain Non-USD Receivables (the “Transferred Non-USD Receivables”). The Purchase Price in respect of the Transferred Non-USD Receivables has been calculated with a view toward providing to the Purchaser the benefits of the exchange arrangements available to Aspen under the Program FX Contracts now in effect. Due to limitations on its ability to assign all or a portion of the Program FX Contracts to the Purchaser, Seller shall procure and maintain Aspen has agreed in full force and effect at all times Eligible Hedging Arrangements lieu thereof to provide the foreign exchange facility contemplated in an aggregate notional amount not less than the Aggregate Capital at such timethis Section 1.6. (b) On any date prior to the date Final Payout Date, Aspen agrees that on delivery to Aspen or its designated agent of any Collections on the each Incremental Purchase of a Transferred Non-USD Receivables, Aspen shall thereupon make available to the Purchaser Interest or its designee an amount in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract U.S. Dollars (a the applicable “Forward Exchange ContractAmount”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. (d) All reports relating equivalent to the Receivables amount in the foreign currency delivered to Aspen (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(frelated “Collected FX Amount”), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made calculated on the basis of the exchange rates set forth in Schedule II. The obligation of Aspen to deliver to the Forward Purchaser or its designee the applicable Exchange Contract then Amount in effectrespect of any Collected FX Amount shall be unconditional and irrevocable, including notwithstanding any Forward Exchange Contract going into effect on amendment, replacement, supplement or other modification to the Program FX Contracts occurring after the date such report is issued or such determination is made. (e) Seller hereby assignshereof, as part any inability of Aspen to avail itself of the Related SecurityProgram FX Contracts in order to procure the related Exchange Amount or the occurrence or existence of any other circumstance or event. Aspen acknowledges that, in connection with any assignment by the Purchaser Interests in all of any of the Transferred Receivables, the Purchaser shall be assigning its right, title rights under this Section 1.6 (the “FX Rights”) to its assignee and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, such assignee shall be entitled to the Agent for the benefit full benefits of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunderFX Rights.

Hedging Arrangements. (a) With respect On or before the sixtieth (60th) day following the Effective Date, each Borrower (or the Borrowers collectively) shall enter into one (1) or more Hedge Transactions constituting an interest rate cap agreement whereby the related Hedge Counterpart is obligated to any Receivables acquired make payments to the Borrowers if, and to the extent by Seller which, LIBOR exceeds 3.0% and which are denominated otherwise in form and substance satisfactory (including the notional amount, term and amortization rate (if any) of such Hedge Transaction) to the Agent (subject to the right of the Lenders to submit a currency other than Dollars, Seller Formal Objection within three (3) Business Days after a draft of the related Hedge Transaction is initially posted to the Data Site by the Borrower Representative) and each such Hedge Transaction shall procure be entered into with a Hedge Counterparty selected by the Borrower and acceptable to the Agent and the Lenders and governed by a Hedging Agreement. The Borrowers will maintain in full force and effect at all times Eligible Hedging Arrangements in such interest rate cap agreements with an aggregate notional amount amount, as of any date of determination, not less than the Aggregate Capital at Advances Outstanding on such timedate. In addition, any Borrower (or the Borrowers collectively) may enter into one or more Hedge Transactions otherwise satisfying the requirements of the preceding sentence if the notional amount, term and amortization rate (if any) of such Hedge Transaction(s) have been approved by the Agent in writing prior to the effective date of such Hedge Transaction(s). (b) On the date of the each Incremental Purchase of a Purchaser Interest in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f)As additional security hereunder, the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, Borrowers have collaterally assigned to the Agent for the benefit of the Purchasers hereunderSecured Parties all right, title and interest of the Borrowers in the Hedge Collateral. Seller shall take all actions reasonably requested by the Agent to perfectThe Borrowers each acknowledge that, evidence or more fully protect the assignment contemplated hereinas a result of that collateral assignment, includingno Borrower may, without limitation, providing notice to each Counterparty of the interests prior written consent of the Agent (unless a Lender is the Hedge Counterparty and such Hedge Counterparty is a “Defaulting Party” under the Purchasers Hedging Agreement or Hedge Transaction), exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrowers’ right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Borrowers’ obligations hereunder. Nothing herein shall have the effect of releasing any 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 any Borrower of any such obligations. The Borrowers agree that they will not (i) enter into any Hedge Transaction that would subject any portion or all of the Collateral to regulation under the Commodity Exchange Act or the rules thereunder (collectively, the “Act”), and (ii) take any action that would cause the Calculation Agent or the Paying Agent to be required to register as a commodity pool operator under the Act. The Borrowers agree to defend, indemnify and hold harmless the Secured Parties in connection with any breach of the Borrowers’ obligations hereunder. (c) The Borrowers agree that they will not (i) enter into any Hedge Transaction that would subject any portion or all of the Collateral to regulation under the Commodity Exchange Act or the rules thereunder (collectively, the “Act”), and (ii) take any action that would cause the Trustee, the Calculation Agent or the Paying Agent to be required to register as a commodity pool operator under the Act. The Borrowers agree to defend, indemnify and hold harmless the Secured Parties in connection with any breach of the Borrowers’ obligations hereunder.

Hedging Arrangements. The Debtor shall (ai) With at or prior to -------------------- the time of any Funding, provide to the Agent, the Administrative Agent and the Collateral Agent an Officer's Certificate stating that the Collection Agent has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (ii) in connection with any Servicer's Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Agent, the Administrative Agent and the Collateral Agent, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount at least equal to the Net Investment, and if such Hedging Arrangement is a swap, not greater than the Net Receivables Balance related to such swap. On each Funding Date, the notional balance of the Hedging Arrangement shall be in an amount at least equal to the Net Investment and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables acquired by Seller which are denominated to be added in a currency other than Dollarsconnection with such Funding). The form and structure and counterparty to each Hedging Arrangement shall be acceptable to the Agent, Seller shall procure the Administrative Agent and maintain the Collateral Agent and must be in full force and effect at all times Eligible during which the Net Investment is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.15 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangements in Arrangement shall have a short-term credit rating from Xxxxx'x and S&P of at least "P-1" and "A- 1+", respectively. With respect to each Funding, the related Hedging Arrangement shall provide that (a) the strike rate, if such Hedging Arrangement is an aggregate notional amount not interest rate cap agreement, and (b) the fixed rate, if such Hedging Arrangement is a swap, is 11.00% less than the Aggregate Capital at weighted average Annual Percentage Rate on the Receivables related to such time. (b) On the date Funding. The related amortization schedule of the each Incremental Purchase of a Purchaser Interest in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion Arrangement shall be made on the basis calculated using an ABS prepayment speed of the exchange rates set forth in the Forward Exchange Contract then in effect, including no greater than 0%. With respect to any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing (i) on and after the Termination Date or hereafter arisingthe occurrence of a Termination Event or Potential Termination Event, the Agent shall have the right, in its sole discretion, to direct the Agent for Debtor's actions with respect thereto and (ii) the benefit of the Purchasers hereunder. Seller related amortization schedule shall take all actions reasonably requested be approved by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunderAgent.

Hedging Arrangements. The Debtor shall (ai) With at or prior to the time of any Funding, provide to the Administrative Agent and the Collateral Agent an Officer's Certificate stating that the Collection Agent has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (ii) in connection with any Settlement Statement provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Administrative Agent and the Collateral Agent, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount at least equal to the Net Investment, and if such Hedging Arrangement is a swap, not greater than the Net Receivables Balance related to such swap. On each Funding Date, the notional balance of any swap shall be an amount equal to the Net Receivables Balance related to such swap (including any Receivables acquired by Seller which are denominated in a currency other than Dollars, Seller to be added on such Funding Date). The form and structure and counterparty to each Hedging Arrangement shall procure be acceptable to the Administrative Agent and maintain the Collateral Agent and must be in full force and effect at all times Eligible during which the Net Investment is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.15 hereof by the Aggregate Outstanding Balance of such Receivables). With respect to each Funding, the related Hedging Arrangements in Arrangement shall provide that (a) the strike rate, if such Hedging Arrangement is an aggregate notional amount not interest rate cap agreement, and (b) the fixed rate, if such Hedging Arrangement is a swap, is 11.50% less than the Aggregate Capital at weighted average Annual Percentage Rate on the Receivables related to such time. Funding. With respect to any Hedging Arrangement that is an interest rate cap, the related amortization schedule shall be calculated using an ABS prepayment speed of no greater than 1.25%. With respect to any Hedging Arrangement that is a swap, (bi) On on and after the date of Termination Date or the each Incremental Purchase occurrence of a Purchaser Interest in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract Termination Event or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f)Poential Termination Event, the definition of “Eligible Receivable” or otherwiseCollateral Agent shall have the right, in its sole discretion, to direct the Debtor's actions with respect thereto and (ii) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion related amortization schedule shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested approved by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunderAgent.

Hedging Arrangements. The Debtor shall (a) With at or prior to the time of any Receivables Delivery, provide to the Note Insurer, and the Collateral Agent an Officer's Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (b) in connection with any Servicer's Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Collateral Agent, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount equal to the lesser of (i) the Net Investment and (ii) the Net Receivables Balance, and if such Hedging Arrangement is a swap, not greater than the Net Investment related to such swap. On each Delivery Date, the notional balance of the Hedging Arrangement shall be in an amount equal to the lesser of (i) the Net Investment and (ii) the Net Receivables Balance and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables acquired by Seller which are denominated to be added in connection with such Funding). The form, structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer and the Collateral Agent (and which, unless such Hedging Agreement is a currency other than Dollarscap agreement, Seller shall procure be submitted to the Note Insurer and maintain the Collateral Agent for their prior review) and must be in full force and effect at all times Eligible during which the Net Receivables Balance is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangements Arrangement shall have a long-term unsecured debt rating from Xxxxx'x and S&P of at least "A2" and "A", respectively. With respect to any Hedging Arrangement, (i) on and after the occurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer shall have the right, in its sole discretion, to direct the Debtor's actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an aggregate interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an "Interest Rate Cap" and collectively, the "Interest Rate Caps"): (i) any such counterparty thereto not rated at least "A" by S&P or "A2" by Xxxxx'x shall be approved in writing by the Note Insurer, Xxxxx'x and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount not less than thereunder shall amortize according to the Aggregate Capital scheduled amortization of the Receivables funded on such Receivables Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the Interest Rate Cap shall cover at such time. least 100% of the lesser of (a) the Net Investment and (b) On the date of the each Incremental Purchase of a Purchaser Interest in relation to Net Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then Balance and must be in effect to for at least as long as the latest maturing Receivables securing the Net Investment; and (vii) the Effective Date shall be replaced with a new Forward Exchange Contract or extended, with no later than the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Receivables Delivery Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunder.

Hedging Arrangements. The Debtor shall (a) With at or prior to the -------------------- time of any Receivables Delivery, provide to the Note Insurer, and the Collateral Agent an Officer's Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (b) in connection with any Servicer's Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Collateral Agent, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount equal to the lesser of (i) the Net Investment and (ii) the Net Receivables Balance, and if such Hedging Arrangement is a swap, not greater than the Net Investment related to such swap. On each Delivery Date, the notional balance of the Hedging Arrangement shall be in an amount equal to the lesser of (i) the Net Investment and (ii) the Net Receivables Balance and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables acquired by Seller which are denominated to be added in connection with such Funding). The form, structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer and the Collateral Agent (and which, unless such Hedging Agreement is a currency other than Dollarscap agreement, Seller shall procure be submitted to the Note Insurer and maintain the Collateral Agent for their prior review) and must be in full force and effect at all times Eligible during which the Net Receivables Balance is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangements Arrangement shall have a long-term unsecured debt rating from Xxxxx'x and S&P of at least "A2" and "A," respectively. With respect to any Hedging Arrangement, (i) on and after the occurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer shall have the right, in its sole discretion, to direct the Debtor's actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an aggregate interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an "Interest Rate Cap" and collectively, the "Interest Rate Caps"): (i) any such counterparty thereto not rated at least "A" by S&P or "A2" by Xxxxx'x shall be approved in writing by the Note Insurer, Xxxxx'x and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount not less than thereunder shall amortize according to the Aggregate Capital scheduled amortization of the Receivables funded on such Receivables Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the Interest Rate Cap shall cover at such time. least 100% of the lesser of (a) the Net Investment and (b) On the date of the each Incremental Purchase of a Purchaser Interest in relation to Net Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then Balance and must be in effect to for at least as long as the latest maturing Receivables securing the Net Investment; and (vii) the Effective Date shall be replaced with a new Forward Exchange Contract or extended, with no later than the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Receivables Delivery Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunder.

Hedging Arrangements. The Debtor shall (a) With at or prior -------------------- to the time of any Receivables Delivery, provide to the Note Insurer, and the Collateral Agent an Officer's Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (b) in connection with any Servicer's Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Collateral Agent, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount equal to the lesser of (i) the Net Investment and (ii) the Net Receivables Balance, and if such Hedging Arrangement is a swap, not greater than the Net Investment related to such swap. On each Delivery Date, the notional balance of the Hedging Arrangement shall be in an amount equal to the lesser of (i) the Net Investment and (ii) the Net Receivables Balance and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables acquired by Seller which are denominated to be added in connection with such Funding). The form, structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer and the Collateral Agent (and which, unless such Hedging Agreement is a currency other than Dollarscap agreement, Seller shall procure be submitted to the Note Insurer and maintain the Collateral Agent for their prior review) and must be in full force and effect at all times Eligible Hedging Arrangements in an aggregate notional during which the Net Receivables Balance is greater than zero (however such required amount not less than may be reduced for the Aggregate Capital at such time. (b) On period of time between the date of pricing and the each Incremental Purchase funding of a Purchaser Interest in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. (d) All reports relating structured financing utilizing receivables released to the Receivables (whether Debtor pursuant to Section 8.5 or otherwise) and all determinations of compliance with 2.16 hereof by the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Aggregate Outstanding Balance of the Receivables into Dollarssuch Receivables). Each such conversion Any counterparty to a Hedging Arrangement shall be made on the basis have a long-term unsecured debt rating from Xxxxx'x and S&P of the exchange rates set forth in the Forward Exchange Contract then in effectat least "A2" and "A", including respectively. With respect to any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing (i) on and after the occurrence of a Termination and Amortization Event or hereafter arisingPotential Termination and Amortization Event, the Note Insurer shall have the right, in its sole discretion, to direct the Agent for Debtor's actions with respect thereto and (ii) the benefit of the Purchasers hereunder. Seller related amortization schedule shall take all actions reasonably requested be approved by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunderNote Insurer.

Hedging Arrangements. (a) With Xxxxxx shall provide for one or more Hedge Agreement(s) with respect to any Receivables acquired by Seller which are denominated in a currency other than Dollars, Seller shall procure and maintain in full force and effect at all times Eligible Hedging Arrangements in the Series 2002-A Trust Estate with an aggregate notional balance at least equal to the principal portion of the Net Investment. Each Hedge Agreement shall: (i) provide for payments on each Settlement Date (x) which, in the case of a Cap Agreement, are made only by the Hedge Counterparty to the Trustee, in an amount not less than equal to the Aggregate Capital current notional amount of the Hedge Agreement applied to the excess, if any, of the Base LIBO Rate over the Hedge Rate with respect thereto, and (y) in the case of a Swap Agreement, are to be made (1) by the Hedge Counterparty to the Trustee in an amount equal to the current notional amount of the Swap Agreement applied to the Base LIBO Rate, and (2) by the Trustee to the Hedge Counterparty in an amount equal to such notional amount applied to the Hedge Rate with respect thereto (which amounts may be netted, with the net amount paid by one party to the other); (ii) be satisfactory in form and substance to the Series Support Provider and the Agent; (iii) provide that all payments made by the Hedge Counterparty thereunder shall be made directly into the Series 2002-A Facility Account; (iv) provide for termination at such time.the option of the Trustee upon release of the related Series 2002-A Contracts from the Lien of the Indenture; (v) require the Hedge Counterparty to find a replacement Hedge Counterparty to execute a new Hedge Agreement satisfactory to the Series Support Provider and the Agent within 10 Business Days of any downgrade of the ratings of the Hedge Counterparty below the levels set forth in the definition of "Hedge Counterparty", which replacement must meet the qualifications set forth in the definition of "Hedge Counterparty"; and (vi) be between the related Hedge Counterparty and the Trustee; (b) On In the date event that a Hedge Counterparty no longer satisfies the ratings requirement specified in the definition thereof and does not itself find a replacement which has executed a Hedge Agreement as required under clause (v) of Section 3.08(a), Xxxxxx shall be required, within 15 Business Days following the failure of such Hedge Counterparty to satisfy such ratings requirement, to provide a substitute Person satisfying the requirements of the each Incremental Purchase definition of Hedge Counterparty to be substituted as the Hedge Counterparty under the applicable Hedge Agreement(s) or to enter into a Purchaser Interest in relation new Hedge Agreement satisfactory to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following Series Support Provider and the date of such Incremental PurchaseAgent. (c) Thereafter, on each Reporting The Trustee shall not designate an "Early Termination Date, Seller shall cause " under any Hedge Agreement following any "Event of Default" or "Termination Event" thereunder without the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, prior written consent of the Outstanding Balance of Series Controlling Party, and must designate such an "Early Termination Event" at the Receivables into Dollars. Each Series Controlling Party direction if the circumstances would permit the Trustee to then make such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is madea designation. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunder.

Hedging Arrangements. (a) With Xxxxxx shall provide for one or more Hedge Agreement(s) with respect to any Receivables acquired by Seller which are denominated in a currency other than Dollars, Seller shall procure and maintain in full force and effect at all times Eligible Hedging Arrangements in the Series 2000-A Trust Estate with an aggregate notional amount not less balance at least $2,000,000 greater than the Aggregate Capital Outstanding Net Investment and a future aggregate notional balance at least equal to the future principal portion of the Net Investment (calculated at a zero loss and zero prepayment assumption). Each Hedge Agreement shall: (i) provide for payments on each Settlement Date (x) which, in the case of a Cap Agreement, are made only by the Hedge Counterparty to the Trustee, in an amount equal to the current notional amount of the Hedge Agreement applied to the excess, if any, of the Base LIBO Rate over the Hedge Rate with respect thereto, and (y) in the case of a Swap Agreement, are to be made (1) by the Hedge Counterparty to the Trustee in an amount equal to the current notional amount of the Swap Agreement applied to the Base LIBO Rate, and (2) by the Obligor to the Hedge Counterparty in an amount equal to such timenotional amount applied to the Hedge Rate with respect thereto (which amounts may be netted, with the net amount paid by one party to the other); (ii) be satisfactory in form and substance to the Agent; (iii) provide that all payments made by the Hedge Counterparty thereunder shall be made directly into the Series 2000-A Facility Account; (iv) provide for termination at the option of the Obligor upon release of the related Series 2000-A Contracts from the Lien of the Master Agreement; (v) require the Hedge Counterparty to find a replacement Hedge Counterparty to execute a new Hedge Agreement satisfactory to the Agent within 10 Business Days of any downgrade of the ratings of the Hedge Counterparty below the levels set forth in the definition of “Hedge Counterparty”, which replacement must meet the qualifications set forth in the definition of “Hedge Counterparty”; (vi) be between the related Hedge Counterparty and the Obligor; (vii) if such Hedge Agreement is a Cap Agreement, be substantially in the form of Exhibit I hereto; and (viii) if such Hedge Agreement is a Swap Agreement, be in a form approved in writing by the Agent in its sole discretion. (b) On In the date event that a Hedge Counterparty no longer satisfies the ratings requirement specified in the definition thereof and does not itself find a replacement which has executed a Hedge Agreement as required under clause (v) of Section 3.08(a), Xxxxxx shall be required, within 15 Business Days following the failure of such Hedge Counterparty to satisfy such ratings requirement, to provide a substitute Person satisfying the requirements of the each Incremental Purchase definition of Hedge Counterparty to be substituted as the Hedge Counterparty under the applicable Hedge Agreement(s) or to enter into a Purchaser Interest in relation new Hedge Agreement satisfactory to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental PurchaseAgent. (c) ThereafterThe Obligor shall not designate an “Early Termination Date” under any Hedge Agreement following any “Event of Default” or “Termination Event” thereunder without the prior written consent of the Series Controlling Party, on each Reporting Date, Seller shall cause and must designate such an “Early Termination Event” at the Forward Exchange Contract Series Controlling Party direction if the circumstances would permit the Obligor to then in effect to be replaced with make such a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Datedesignation. (d) All reports The Obligor shall promptly forward to the Series Controlling Party a copy of any notice received from a Hedge Counterparty relating to the Receivables any downgrade, withdrawal or suspension of such Hedge Counterparty’s (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is madeHedge Counterparty’s guarantor’s) ratings. (e) Seller hereby assignsThe Obligor shall not execute any assignment, as part assumption, credit support annex, extension, amendment, modification, waiver, confirmation, designation of “Reference Market Makers,” schedule or other agreement in connection with any Hedge Agreement without first obtaining the prior written consent of the Related SecuritySeries Controlling Party. A copy of any such item received by the Obligor, Purchaser Interests together with a copy of any other notice or communication received by the Obligor in all connection with any Hedge Agreement shall be forwarded to the Series Controlling Party promptly on receipt. Notice of (i) any assignment or transfer by a Hedge Counterparty of any of its rightrights or obligations under any Hedge Agreement (ii) any assumption, title amendment, extension, modification, waiver or event of default under any Hedge Agreement, and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to (iii) the Agent for the benefit of the Purchasers hereunder. Seller Hedge Counterparties entering into any new Hedge Agreement shall take all actions reasonably requested be given by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice Obligor to each Counterparty of the interests of the Agent and the Purchasers hereunderRating Agency.

Hedging Arrangements. The Issuer shall (ai) With at or prior to the time of any Funding, provide to the Agent and the Collateral Agent an Officer’s Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (ii) in connection with any Servicer’s Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Agent and the Collateral Agent, and with respect to which the Issuer shall be the beneficiary, in respect of an aggregate notional amount at least equal to the Net Investment, and if such Hedging Arrangement is a swap, not greater than the Net Receivables Balance related to such swap. On each Funding Date, the notional balance of the Hedging Arrangement shall be in an amount at least equal to the Net Investment and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables acquired by Seller which are denominated to be added in a currency other than Dollars, Seller connection with such Funding). The form and structure and counterparty to each Hedging Arrangement shall procure be acceptable to the Agent and maintain the Collateral Agent and must be in full force and effect at all times Eligible Hedging Arrangements in an aggregate notional during which the Net Investment is greater than zero (however such required amount not less than may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Issuer pursuant to Section 2.15 hereof by the Aggregate Capital Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangement shall have a short-term credit rating from Xxxxx’x and S&P of at least “P-1” and “A-1”, respectively, and a long-term credit rating from Xxxxx’x and S&P of at least “A1” and “A+”, respectively. With respect to each Funding, the related Hedging Arrangement shall provide that the strike rate (if such time. Hedging Arrangement is an interest rate cap agreement) or the fixed rate (bif such Hedging Arrangement is a swap agreement) On does not cause the difference, expressed as a percentage, of (i) the product of (A) the weighted average APR of all Eligible Receivables owned by the Issuer as of such date (including all Eligible Receivables to be transferred to the Issuer on such Funding Date) multiplied by (B) the difference between (1) 1.00 minus (2) the Delinquency Ratio as of such Funding Date over (ii) the each Incremental Purchase sum of a Purchaser Interest in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”A) contemplating settlement on Fee Percentage for the Settlement Period during which such Funding Date following occurs plus (B) such strike rate or fixed rate (as applicable) plus (C) the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. (d) All reports Usage Fee relating to the Receivables (whether pursuant Settlement Period during which such Funding Date occurs, to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f), the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, be less than 9.0%. The related amortization schedule of the Outstanding Balance of the Receivables into Dollars. Each such conversion Hedging Arrangement shall be made on the basis calculated using an ABS prepayment speed of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title no greater than 0.5% and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested be approved by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent and the Purchasers hereunderAgent.

Hedging Arrangements. (a) With respect On or before the sixtieth (60th) day following the Effective Date, each Borrower (or the Borrowers collectively) shall enter into one (1) or more Hedge Transactions constituting an interest rate cap agreement whereby the related Hedge Counterpart is obligated to any Receivables acquired make payments to the Borrowers if, and to the extent by Seller which, LIBOR exceeds 3.0% and which are denominated otherwise in form and substance satisfactory (including the notional amount, term and amortization rate (if any) of such Hedge Transaction) to the Agent (subject to the right of the Lenders to submit a currency other than Dollars, Seller Formal Objection within three (3) Business Days after a draft of the related Hedge Transaction is initially posted to the Data Site by the Borrower Representative) and each such Hedge Transaction shall procure be entered into with a Hedge Counterparty selected by the Borrower and acceptable to the Agent and the Lenders and governed by a Hedging Agreement. The Borrowers will maintain in full force and effect at all times Eligible Hedging Arrangements in such interest rate cap agreements with an aggregate notional amount amount, as of any date of determination, not less than the Aggregate Capital at Advances Outstanding on such timedate. In addition, any Borrower (or the Borrowers collectively) may enter into one or more Hedge Transactions otherwise satisfying the requirements of the preceding sentence if the notional amount, term and amortization rate (if any) of such Hedge Transaction(s) have been approved by the Agent in writing prior to the effective date of such Hedge Transaction(s). (b) On the date of the each Incremental Purchase of a Purchaser Interest in relation to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following the date of such Incremental Purchase. (c) Thereafter, on each Reporting Date, Seller shall cause the Forward Exchange Contract then in effect to be replaced with a new Forward Exchange Contract or extended, with the effect in either case that the Forward Exchange Contract in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Date. (d) All reports relating to the Receivables (whether pursuant to Section 8.5 or otherwise) and all determinations of compliance with the covenants set forth herein relating to the Receivables (whether pursuant to Section 2.6, Section 9.1(f)As additional security hereunder, the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued or such determination is made. (e) Seller hereby assigns, as part of the Related Security, Purchaser Interests in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, Borrowers have collaterally assigned to the Agent for the benefit of the Purchasers hereunderSecured Parties all right, title and interest of the Borrowers in the Hedge Collateral. Seller shall take all actions reasonably requested by the Agent to perfectThe Borrowers each acknowledge that, evidence or more fully protect the assignment contemplated hereinas a result of that collateral assignment, includingno Borrower may, without limitation, providing notice to each Counterparty of the interests prior written consent of the Agent (unless a Lender is the Hedge Counterparty and such Hedge Counterparty is a “Defaulting Party” under the Purchasers Hedging Agreement or Hedge Transaction), exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrowers’ right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Borrowers’ obligations hereunder. Nothing herein shall have the effect of releasing any 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 any Borrower of any such obligations. The Borrowers agree that they will not (i) enter into any Hedge Transaction that would subject any portion or all of the Collateral to regulation under the Commodity Exchange Act or the rules thereunder (collectively, the “Act”), and (ii) take any action that would cause the Calculation Agent or the Paying Agent to be required to register as a commodity pool operator under the Act. The Borrowers agree to defend, indemnify and hold harmless the Secured Parties in connection with any breach of the Borrowers’ obligations hereunder. 53570.000371 EMF_US 44362017v35 (c) The Borrowers agree that they will not (i) enter into any Hedge Transaction that would subject any portion or all of the Collateral to regulation under the Commodity Exchange Act or the rules thereunder (collectively, the "Act"), and (ii) take any action that would cause the Trustee, the Calculation Agent or the Paying Agent to be required to register as a commodity pool operator under the Act. The Borrowers agree to defend, indemnify and hold harmless the Secured Parties in connection with any breach of the Borrowers' obligations hereunder.

Hedging Arrangements. (a) With respect Each Obligor will ensure, and each Hedging Bank agrees, that: (i) any Hedging Agreement to which it is at any time party will be in the form of the ISDA 1992 Master Agreement or the ISDA 2002 Master Agreement, as the case may be, and will provide for Second Method (that is, two way payments) in the event of a termination of any hedging transaction entered into under such Hedging Agreement whether upon a Termination Event or an Event of Default (as defined therein); (ii) if any hedging transaction under any Hedging Agreement to which any Obligor is a party is terminated and a settlement amount or other amount falls due from a Hedging Bank to any Receivables acquired Obligor then, if any of the Transaction Security has become enforceable, that amount shall be paid by Seller such Hedging Bank to the Security Agent and treated as proceeds of enforcement of the Transaction Security for application in the order prescribed by Clause 29.12 (Application of Proceeds by Security Agent); (iii) each Hedging Agreement (and any amendment to any Hedging Agreement) shall be delivered to the Agent as soon as reasonably practicable after it has been entered into; (iv) the Hedging Agreements to which they are denominated party will not (unless the Majority Lenders have otherwise consented in writing) be amended, varied or supplemented in a currency other than Dollars, Seller shall procure and maintain in full force and effect at all times Eligible manner which would result in: (A) any payment under any such Hedging Arrangements in Agreement being required to be made by an aggregate notional amount not less Obligor earlier than the Aggregate Capital at date originally provided for in the relevant Hedging Agreement; or (B) any Obligor becoming liable to make an additional payment (or increase an existing payment) under any such timeHedging Agreement which liability does not arise from the original provisions of that Hedging Agreement, if, in either case, that would be inconsistent with the requirements of this Clause 22.9. (b) On Each Hedging Bank undertakes that it will not (unless the date Majority Creditors have otherwise consented in writing) demand (other than as may be necessary in order to exercise any right to terminate or close out any hedging transaction as provided in and permitted under (c) below) payment, prepayment or repayment of, or any distribution in respect of, or on account of, any of the each Incremental Purchase obligations of a Purchaser Interest the relevant Obligor to it under any Hedging Agreement to which it is party in relation cash or in kind except: (i) for payments arising under the terms of any Hedging Agreement to Receivables denominated in a currency other than Dollars, Seller shall procure Hedging Arrangements that include a forward exchange contract which it is party (a “Forward Exchange Contract”) contemplating settlement on the Settlement Date following without regard to any amendments made after the date of such Incremental PurchaseHedging Agreement prohibited by subparagraph (a)(iv) of this Clause 22.9); and/or (ii) for the proceeds of enforcement of the Security Documents received and applied in the order permitted by Clause 29.12 (Application of Proceeds by Security Agent); and/or (iii) payments due under any Hedging Agreement to which it is a party which has been terminated or closed-out by the relevant Obligor or by the relevant Hedging Bank (and if by the relevant Hedging Bank such termination or close out is permitted under paragraph (c) below). (c) ThereafterEach Hedging Bank undertakes that it will not (unless the Majority Creditors have otherwise consented in writing) exercise any right to terminate or close out any hedging transaction under any Hedging Agreements to which it is party prior to its stated maturity (whether by reason of the Obligor counterparty becoming a Defaulting Party or Affected Party thereunder (each as defined therein) or otherwise) unless: (i) such Obligor has defaulted on a payment due under such Hedging Agreement, on after allowing for any required notice and any applicable days of grace, and such default continues for more than 14 days after notice of such default being given to the Agent; or (ii) an Illegality, a Tax Event or a Tax Event upon Merger (each Reporting Dateas defined in the ISDA 1992 Master Agreement or the ISDA Master Agreement 2002, Seller shall cause as the Forward Exchange Contract then case may be) has occurred; or (iii) the Agent has served a notice under Clause 23.18 (Acceleration); (iv) an Event of Default under Clauses 23.6 (Insolvency) or 23.7 (Insolvency proceedings) of this Agreement (as in effect force at the date of this Agreement) has occurred; or (v) all Loans have been prepaid or repaid in full and the Lenders are no longer under any obligation to be replaced with participate in further Loans; or (vi) there is a new Forward Exchange Contract or extended, with the effect in either case prepayment of pursuant to Clause 8 (Prepayment and Cancellation); provided that the Forward Exchange Contract Hedging Bank may only exercise its right to terminate or close out that element of the hedging transaction (if any) which corresponds to the amount so prepaid; or (vii) the parties to the Hedging Agreement have voluntarily agreed to close out any hedging transaction in effect (or committed to become effective) shall contemplate settlement on the then next following Settlement Datethat Hedging Agreement. (d) All reports relating to Each Hedging Bank will, promptly after the Receivables Agent has served a notice under Clause 23.18 (whether pursuant to Section 8.5 or otherwise) Acceleration), exercise any and all determinations of compliance with rights it may have to terminate the covenants set forth herein relating hedging transactions under each Hedging Agreement to which it is party, unless the Receivables Agent (whether pursuant to Section 2.6, Section 9.1(f), acting on the definition of “Eligible Receivable” or otherwise) shall give effect to the conversion, where applicable, instructions of the Outstanding Balance of the Receivables into Dollars. Each such conversion shall be made on the basis of the exchange rates set forth in the Forward Exchange Contract then in effect, including any Forward Exchange Contract going into effect on the date such report is issued Majority Creditors) otherwise agrees or such determination is maderequires. (e) Seller hereby assigns, as part Each Hedging Bank agrees that (unless the Majority Creditors have otherwise agreed in writing) it will not enforce any Transaction Security or require any other person to enforce the same in respect of amounts owing under any Hedging Agreement to which it is party. (f) The provisions of this Clause 22.9 shall cease to apply after the Related Security, Purchaser Interests Loans have been prepaid or repaid in all of its right, title and interest in, to and under each Hedging Arrangement, now existing or hereafter arising, to the Agent for the benefit of the Purchasers hereunder. Seller shall take all actions reasonably requested by the Agent to perfect, evidence or more fully protect the assignment contemplated herein, including, without limitation, providing notice to each Counterparty of the interests of the Agent full and the Purchasers hereunderLenders are under no obligation to participate in further Loans.