Common use of Hedging Requirement Clause in Contracts

Hedging Requirement. On the Restatement Effective Date and thereafter within thirty (30) days after the end of each calendar quarter, the Issuer will enter into, and maintain for so long as any Notes or other obligations under the Transaction Documents remain unpaid, one or more Interest Rate Hedge Agreements with an aggregate notional balance equal to or exceeding the sum of (i) seventy percent (70%) of the aggregate Net Book Values of those Eligible Containers that are, as of the end of such calendar quarter (or, prior to thirty (30) days after the end of the first calendar quarter following the Restatement Effective Date, as of the Restatement Effective Date), subject to an unexpired Lease that requires the lessee to maintain specific containers on-hire for the duration of such Lease and (ii) without duplication of the Leases referred to in clause (i), one hundred percent (100%) of the aggregate Net Book Values of those Eligible Containers that are, as of the end of such calendar quarter (or, prior to thirty (30) days after the end of the first calendar quarter following the Restatement Effective Date, as of the Restatement Effective Date), subject to a Finance Lease, all of which Interest Rate Hedge Agreements shall have a projected amortization schedule in accordance with Exhibit F hereto. (a) If the Issuer, or the Manager, on behalf of the Issuer, fails to comply with the Hedging Requirement, the Requisite Global Majority shall have the right, in its sole discretion and at the expense of the Issuer if necessary (as determined in the sole discretion of the Requisite Global Majority), to direct the Indenture Trustee, to enter into or maintain one or more Interest Rate Hedge Agreements selected by the Requisite Global Majority (in its sole discretion) on behalf of the Issuer such that, after giving effect to such action, the Issuer will be in compliance with the Hedging Requirement. In the event the Requisite Global Majority determines to direct the Indenture Trustee to enter into or maintain an Interest Rate Hedge Agreement on the Issuer's behalf, the Requisite Global Majority shall promptly send a copy of any such agreement to the Issuer and may provide the Indenture Trustee and Manager on behalf of the Issuer with a written direction to deposit in the Trust Account certain amounts to reimburse the Requisite Global Majority or a third party for the costs of such Interest Rate Hedge Agreement. (b) If at any time while the Notes are Outstanding an Interest Rate Hedge Counterparty ceases to be an Eligible Interest Rate Hedge Counterparty, the Issuer shall within sixty (60) days after it obtains knowledge of such event, either (i) replace the non-conforming Interest Rate Hedge Counterparty with an Eligible Interest Rate Hedge Counterparty or (ii) require the non-conforming Interest Rate Hedge Counterparty to deliver a letter of credit or provide alternative credit support in order to support its obligations under the Interest Rate Hedge Agreement, as Issuer and such non-conforming Interest Rate Hedge Counterparty may agree, subject to the consent of the Requisite Global Majority and the prior written confirmation that the Rating Agency Condition has been satisfied. (c) All payments received from all such Interest Rate Hedge Agreements shall be deposited directly into the Trust Account.

Hedging Requirement. (a) On the Restatement Effective Date and thereafter within thirty date of the initial Series 2009-1 Advance (30) days after as defined in the end of each calendar quarterSeries 2009-1 Supplement), the Issuer will enter into, and maintain for so long as any Notes or other obligations under the Transaction Documents remain unpaid, one or more Interest Rate Hedge Agreements with an aggregate notional balance (x) equal to or exceeding the sum product of (i) seventy seventy-five percent (7075%) and (ii) the portion of the aggregate Net Book Values of Asset Base that is attributable to those Eligible Containers that are, as of the end of at such calendar quarter (or, prior to thirty (30) days after the end of the first calendar quarter following the Restatement Effective Date, as of the Restatement Effective Date)time, subject to an unexpired Lease (including a Finance Lease) that requires the lessee to maintain specific containers on-hire for the duration of such Lease (the amount described in this clause (x), the “Minimum Hedging Amount”) and (y) less than or equal to the product of (i) one hundred five percent (105%) and (ii) without duplication the portion of the Leases referred Asset Base that is attributable to in clause (i), one hundred percent (100%) of the aggregate Net Book Values of those Eligible Containers that are, as of are contemplated in clause (x)(ii) above (the end of such calendar quarter amount described in this clause (or, prior to thirty (30) days after the end of the first calendar quarter following the Restatement Effective Date, as of the Restatement Effective Datey), subject to a Finance Leasethe “Maximum Hedging Amount”), all of which Interest Rate Hedge Agreements shall have a projected amortization schedule in accordance with Exhibit F hereto. (ab) If the Issuer, or the Manager, on behalf of the Issuer, fails to comply with the Hedging Requirement, the Requisite Global Majority shall have the right, in its sole discretion and at the expense of the Issuer Issuer, upon thirty (30) days notice, if necessary (as determined in the sole discretion of the Requisite Global Majority), to direct the Indenture Trustee, to enter into into, maintain or maintain terminate (in whole or in part), one or more Interest Rate Hedge Agreements selected by the Requisite Global Majority (in its sole discretion) on behalf of the Issuer such that, after giving effect to such action, the Issuer will be in compliance with the Hedging Requirement. In the event the Requisite Global Majority determines to direct the Indenture Trustee to enter into into, maintain or maintain terminate (in whole or in part) an Interest Rate Hedge Agreement on the Issuer's ’s behalf, the Requisite Global Majority shall promptly send a copy of any such agreement to the Issuer and may provide the Indenture Trustee and Manager on behalf of the Issuer with a written direction to deposit in the Trust Account certain amounts to reimburse the Requisite Global Majority or a third party for the costs of such Interest Rate Hedge Agreement. (bc) If at any time while the Notes are Outstanding an Interest Rate Hedge Counterparty ceases to be an Eligible Interest Rate Hedge CounterpartyInvestment Grade Entity, the Issuer shall within sixty (60) days after it obtains knowledge of such event, either (i) replace the non-conforming Interest Rate Hedge Counterparty with an Eligible Interest Rate Hedge Counterparty or (ii) require the non-conforming Interest Rate Hedge Counterparty to deliver a letter of credit or provide alternative credit support in order to support its obligations under the Interest Rate Hedge Agreement, as the Issuer and such non-conforming Interest Rate Hedge Counterparty may agree, subject to the consent of the Requisite Global Majority and the prior written confirmation that the Rating Agency Condition has been satisfied. (cd) All payments received from all such Interest Rate Hedge Agreements shall be deposited directly into the Trust Account. Any amounts delivered by an Interest Rate Hedge Counterparty pursuant to a Credit Support Annex to the Interest Rate Hedge Agreement shall be held in a separate, segregated trust account subject to the terms of the Interest Rate Hedge Agreement.

Hedging Requirement. (a) On the Restatement Effective Date and thereafter within thirty date of the issuance of any Series of Notes bearing interest at a floating rate (30) days after the end of each calendar quartersuch as LIBOR), the Issuer will enter into, and maintain for so long as any such Notes or other obligations under the Transaction Documents remain unpaid, one or more Interest Rate Hedge Agreements with an aggregate notional balance (x) equal to or exceeding the sum product of (i) seventy seventy-five percent (7075%) of the aggregate Net Book Values of those Eligible Containers that are, as of the end of such calendar quarter (or, prior to thirty (30) days after the end of the first calendar quarter following the Restatement Effective Date, as of the Restatement Effective Date), subject to an unexpired Lease that requires the lessee to maintain specific containers on-hire for the duration of such Lease and (ii) without duplication the aggregate outstanding principal balance of any such Series of floating rate Notes (the Leases referred to amount described in this clause (ix), the “Minimum Hedging Amount”) and (y) less than or equal to the product of (i) one hundred five percent (100105%) of and (ii) the aggregate Net Book Values outstanding principal balance of those Eligible Containers that are, as any such Series of floating rate Notes (the end of such calendar quarter amount described in this clause (or, prior to thirty (30) days after the end of the first calendar quarter following the Restatement Effective Date, as of the Restatement Effective Datey), subject to a Finance Leasethe “Maximum Hedging Amount” and, all of which Interest Rate Hedge Agreements shall have a projected amortization schedule in accordance collectively with Exhibit F heretothe Minimum Hedging Amount, the “Hedging Requirement”). (ab) If the Issuer, or the Manager, on behalf of the Issuer, fails to comply with the Hedging Requirement, the Requisite Global Majority shall have the right, in its sole discretion and at the expense of the Issuer Issuer, upon thirty (30) days notice, if necessary (as determined in the sole discretion of the Requisite Global Majority), to direct the Indenture Trustee, to enter into into, maintain or maintain terminate (in whole or in part), one or more Interest Rate Hedge Agreements selected by the Requisite Global Majority (in its sole discretion) on behalf of the Issuer such that, after giving effect to such action, the Issuer will be in compliance with the Hedging Requirement. In the event the Requisite Global Majority determines to direct the Indenture Trustee to enter into into, maintain or maintain terminate (in whole or in part) an Interest Rate Hedge Agreement on the Issuer's ’s behalf, the Requisite Global Majority shall promptly send a copy of any such agreement to the Issuer and may provide the Indenture Trustee and Manager on behalf of the Issuer with a written direction to deposit in the Trust Account certain amounts to reimburse the Requisite Global Majority or a third party for the costs of such Interest Rate Hedge Agreement. (bc) If at any time while the Notes are Outstanding an Interest Rate Hedge Counterparty ceases to be an Eligible Interest Rate Hedge Counterparty, the Issuer shall within sixty (60) days after it obtains knowledge of such event, either (i) replace the non-conforming Interest Rate Hedge Counterparty with an Eligible Interest Rate Hedge Counterparty or (ii) require the non-conforming Interest Rate Hedge Counterparty to deliver a letter of credit or provide alternative credit support in order to support its obligations under the Interest Rate Hedge Agreement, as the Issuer and such non-conforming Interest Rate Hedge Counterparty may agree, subject to the consent of the Requisite Global Majority and the prior written confirmation that the Rating Agency Condition has been satisfied. (cd) All payments received from all such Interest Rate Hedge Agreements shall be deposited directly into the Trust Account. Any amounts delivered by an Interest Rate Hedge Counterparty pursuant to a Credit Support Annex to the Interest Rate Hedge Agreement shall be held in a separate, segregated trust account subject to the terms of the Interest Rate Hedge Agreement.

Hedging Requirement. (a) On the Restatement Hedge Effective Date and thereafter within thirty (30) days after the end of each calendar quarterDate, the Issuer will enter into, and maintain for so long as any Notes or other obligations under the Transaction Documents remain unpaid, one or more Interest Rate Hedge Agreements with an aggregate notional balance (x) equal to or exceeding the sum product of (i) seventy seventy-five percent (7075%) and (ii) the portion of the aggregate Net Book Values of Asset Base that is attributable to those Eligible Containers that are, as of the end of at such calendar quarter (or, prior to thirty (30) days after the end of the first calendar quarter following the Restatement Effective Date, as of the Restatement Effective Date)time, subject to an unexpired Lease (including a Finance Lease) that requires the lessee to maintain specific containers on-hire for the duration of such Lease (the amount described in this clause (x), the “Minimum Hedging Amount”) and (y) less than or equal to the product of (i) one hundred five percent (105%) and (ii) without duplication the portion of the Leases referred Asset Base that is attributable to in clause (i), one hundred percent (100%) of the aggregate Net Book Values of those Eligible Containers that are, as of are contemplated in clause (x)(ii) above (the end of such calendar quarter amount described in this clause (or, prior to thirty (30) days after the end of the first calendar quarter following the Restatement Effective Date, as of the Restatement Effective Datey), subject to a Finance Leasethe “Maximum Hedging Amount”), all of which Interest Rate Hedge Agreements shall have a projected amortization schedule in accordance with Exhibit F hereto. (ab) If the Issuer, or the Manager, on behalf of the Issuer, fails to comply with the Hedging Requirement, the Requisite Global Majority shall have the right, in its sole discretion and at the expense of the Issuer Issuer, upon thirty (30) days notice, if necessary (as determined in the sole discretion of the Requisite Global Majority), to direct the Indenture Trustee, to enter into into, maintain or maintain terminate (in whole or in part), one or more Interest Rate Hedge Agreements selected by the Requisite Global Majority (in its sole discretion) on behalf of the Issuer such that, after giving effect to such action, the Issuer will be in compliance with the Hedging Requirement. In the event the Requisite Global Majority determines to direct the Indenture Trustee to enter into into, maintain or maintain terminate (in whole or in part) an Interest Rate Hedge Agreement on the Issuer's ’s behalf, the Requisite Global Majority shall promptly send a copy of any such agreement to the Issuer and may provide the Indenture Trustee and Manager on behalf of the Issuer with a written direction to deposit in the Trust Account certain amounts to reimburse the Requisite Global Majority or a third party for the costs of such Interest Rate Hedge Agreement. (bc) If at any time while the Notes are Outstanding an Interest Rate Hedge Counterparty ceases to be an Eligible Interest Rate Hedge CounterpartyInvestment Grade Entity, the Issuer shall within sixty (60) days after it obtains knowledge of such event, either (i) replace the non-conforming Interest Rate Hedge Counterparty with an Eligible Interest Rate Hedge Counterparty or (ii) require the non-conforming Interest Rate Hedge Counterparty to deliver a letter of credit or provide alternative credit support in order to support its obligations under the Interest Rate Hedge Agreement, as the Issuer and such non-conforming Interest Rate Hedge Counterparty may agree, subject to the consent of the Requisite Global Majority and the prior written confirmation that the Rating Agency Condition has been satisfied. (cd) All payments received from all such Interest Rate Hedge Agreements shall be deposited directly into the Trust Account. Any amounts delivered by an Interest Rate Hedge Counterparty pursuant to a Credit Support Annex to the Interest Rate Hedge Agreement shall be held in a separate, segregated trust account subject to the terms of the Interest Rate Hedge Agreement.