Common use of Hedging Clause in Contracts

Hedging. (i) As a condition to the issuance of any Senior Obligations or Junior Bonds that bear interest at a Variable Interest Rate, the Borrower shall enter into a Qualified Hedge with respect to such Senior Obligations or Junior Bonds and shall maintain such Qualified Hedge in place until the earlier to occur of (i) the maturity date of any such Senior Obligations or Junior Bonds and (ii) the Final Maturity Date. Each Qualified Hedge must have an aggregate stated notional amount of not less than (A) during the Construction Period, at least ninety percent (90%) and not more than one hundred ten percent (110%) of the aggregate principal amount of the Variable Interest Rate Bonds projected to be outstanding during such time period and (B) at all other times, at least ninety-eight percent (98%) and not more than one hundred two percent (102%) of the aggregate principal amount of the Variable Interest Rate Bonds projected to be outstanding until the maturity of such Variable Interest Rate Bonds. Any such Qualified Hedge shall have a payment profile that is reasonably consistent with the expected draw and repayment schedule of the applicable Variable Interest Rate Bonds subject to such Qualified Hedge. Such Qualified Hedge shall have a stated maturity or termination date not earlier than the earlier to occur of (x) the Final Maturity Date and (y) the final maturity date of the Variable Interest Rate Bonds subject to such Qualified Hedge. (ii) Each Qualified Hedge shall provide for a fixed interest rate resulting in fixed payment amounts payable by the Borrower to the Qualified Hedge Provider. The Borrower’s obligations to pay Hedging Obligations and Hedging Termination Obligations shall be from the sources and in the priority specified in the Indenture Documents. The Borrower shall ensure that, as of the day following the termination date of any Qualified Hedge that for any reason terminates before the final maturity date of the Variable Interest Rate Bonds subject to such Qualified Hedge, (A) a Qualified Hedge is in full force and effect or (B) the Variable Interest Rate Bonds have been converted to a fixed rate, in each case in accordance with this Agreement and the Indenture Documents. (iii) The Trustee shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure the Borrower’s obligations under the TIFIA Loan Documents. The Hedging Agreements shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee for deposit and disbursement in accordance with the Indenture Documents. (iv) The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender’s prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Agreement. (v) If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, within thirty (30) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the xxxx-to-market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank’s Hedging Agreement to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank’s Hedging Agreement and replacement thereof by a Hedging Agreement with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o) (Hedging); provided that if the disqualified Hedging Bank’s highest credit rating from any Nationally Recognized Rating Agency is less than ‘A-’, ‘A3’ or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B).

Hedging. (i) As a condition The Borrower is required to have in effect an Interest Rate Swap Agreement with respect to any Variable Interest Rate Secured Obligation Outstanding as of the Effective Date. Any Variable Interest Rate Secured Obligation issued after the Effective Date may be the subject of an Additional Interest Rate Swap Agreement. The Borrower may elect to not enter into an Additional Interest Rate Swap Agreement with respect to Variable Interest Rate Secured Obligations issued after the Effective Date, so long as the issuance of any Senior Obligations or Junior Bonds such debt satisfies the additional debt requirements in Section 17(a) (Indebtedness), assuming for such purposes that bear the interest at a rate for such Variable Interest Rate, Rate Secured Obligations is twelve percent (12%) per annum. Any such Additional Interest Rate Swap Agreement shall have a stated maturity or termination date not earlier than the Borrower shall enter into a Qualified Hedge with respect to such Senior Obligations or Junior Bonds and shall maintain such Qualified Hedge in place until the earlier to occur of (i) the maturity date of any such Senior Obligations or Junior Bonds and (iix) the Final Maturity DateDate and (y) the final maturity date of the Variable Interest Rate Secured Obligations subject to such Additional Interest Rate Swap Agreement. Each Qualified Hedge Additional Interest Rate Swap Agreement and Subsequent Interest Rate Swap Agreement must have an aggregate stated notional amount of not less than (A) during the Construction Period, at least ninety percent (90%) and not more than one hundred ten percent (110%) of the aggregate principal amount of the Variable Interest Rate Bonds Secured Obligations projected to be outstanding during such time period and (B) at all other times, at least ninety-eight percent (98%) and not more than one hundred two percent (102%) of the aggregate principal amount of the Variable Interest Rate Bonds Secured Obligations projected to be outstanding until the maturity of such Variable Interest Rate BondsSecured Obligations. Any such Qualified Hedge Each Additional Interest Rate Swap Agreement and Subsequent Interest Rate Swap Agreement shall have a payment profile that is reasonably consistent with the expected draw and repayment schedule of the applicable Variable Interest Rate Bonds Secured Obligations subject to such Qualified Hedge. Such Qualified Hedge shall have a stated maturity or termination date not earlier than the earlier to occur of (x) the Final Maturity Date and (y) the final maturity date of the Variable Interest Rate Bonds subject to such Qualified Hedgeswap agreement. (ii) Each Qualified Hedge Additional Interest Rate Swap Agreement or Subsequent Interest Rate Swap Agreement shall provide for a fixed interest rate resulting in fixed payment amounts payable by the Borrower to the Qualified Hedge Provider. Counterparty. (iii) The Borrower’s obligations to pay Hedging Obligations and Hedging Termination Obligations on the Additional Interest Rate Swap Agreements and Subsequent Interest Rate Swap Agreement shall be from the sources and in the priority specified in the Indenture Documents. The Borrower For the avoidance of doubt, the Borrower’s obligations to pay (x) Hedging Obligations shall ensure thatbe made from amounts on deposit in the Interest Fund, as (y) Hedging Termination Obligations on the Existing Interest Rate Swap Agreements shall be made from amounts on deposit in the Existing Hedging Termination Obligations Fund, senior to the payment of Junior Subordinate Obligations, and (z) Hedging Termination Obligations on the Additional Interest Rate Swap Agreements and Subsequent Interest Rate Swap Agreements shall be made from amounts on deposit in the Other Hedging Termination Obligations Fund, subordinated to the payment of the day following Junior Subordinate Obligations. (iv) Any Existing Interest Rate Swap Agreement or Additional Interest Rate Swap Agreement that is replaced, amended or novated after the termination Effective Date shall be a “Subsequent Interest Rate Swap Agreement”; provided, that an Existing Interest Rate Swap Agreement shall remain such and shall not be considered a Subsequent Interest Rate Swap Agreement if such Existing Interest Rate Swap Agreement is amended only to revise the notational amount thereof in connection with a partial refunding or prepayment of the Senior Bonds associated therewith. Each Subsequent Interest Rate Swap Agreement shall (A) be with a Qualified Counterparty, (B) commence no later than the date of any Qualified Hedge amendment, novation or replacement of the Interest Rate Swap Agreement that for any reason terminates before is being amended, novated or replaced (in whole or in part) and (C) terminate no earlier than the earlier to occur of (1) the Final Maturity Date and (2) the final maturity date of the Variable Interest Rate Bonds Secured Obligations subject to such Qualified Hedge, (A) a Qualified Hedge is in full force and effect or (B) the Variable Subsequent Interest Rate Bonds have been converted to a fixed rate, in each case in accordance with this Agreement and the Indenture Documents. (iii) The Trustee shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure the Borrower’s obligations under the TIFIA Loan Documents. The Hedging Agreements shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee for deposit and disbursement in accordance with the Indenture Documents. (iv) The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender’s prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Swap Agreement. (v) If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, within thirty (30) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the xxxx-to-market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank’s Hedging Agreement to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank’s Hedging Agreement and replacement thereof by a Hedging Agreement with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o) (Hedging); provided that if the disqualified Hedging Bank’s highest credit rating from any Nationally Recognized Rating Agency is less than ‘A-’, ‘A3’ or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B).

Hedging. (i) As To protect against fluctuations in interest rates, the Borrower shall make arrangements for a condition Qualified Hedge to be in place and maintained at all times with respect to the issuance of any Senior Obligations or Junior Bonds that during any period in which the Senior Obligations bear interest at a Variable Interest Rate, the Borrower shall enter into a Qualified Hedge with respect to such Senior Obligations or Junior Bonds and shall maintain such Qualified Hedge in place until the earlier to occur of (i) the maturity date of any such Senior Obligations or Junior Bonds and (ii) the Final Maturity Date. Each The initial Qualified Hedge must have an aggregate stated notional amount of not less than (A) during the Construction Period, at least ninety ninety-eight percent (9098%) (and not more than one hundred ten two percent (110102%)) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected to be outstanding during such time period the term of the Qualified Xxxxxx and (B) have a stated maturity or termination date not earlier than [the final maturity date] of the Initial Senior Obligations. The Borrower, at all other timestimes when the TIFIA Loan is outstanding, at least shall have in full force and effect Qualified Xxxxxx with an aggregate notional amount of not less than ninety-eight percent (98%) (and not more than one hundred two percent (102%)) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected by the Borrower from time to time to be outstanding until during the maturity term of such Variable Interest Rate Bonds. Any the TIFIA Loan, and such Qualified Hedge shall have a payment profile that is reasonably consistent with the expected draw and repayment schedule of the applicable Variable Interest Rate Bonds subject to such Qualified Hedge. Such Qualified Hedge Xxxxxx shall have a stated maturity or termination date not earlier than the earlier to occur of (x) the Final Maturity Date and (y) the final maturity date of the Variable Interest Rate Bonds subject to such Qualified Hedge. (ii) TIFIA Loan. Each Qualified Hedge shall provide for a fixed interest rate or interest rate cap resulting in fixed payment amounts payable by the Borrower that, when taken together with the Bank Lending Margin and any premium or margin payable on such Qualified Hedge, represents a rate that is less than or equal to the Qualified Hedge ProviderLoan Underwriting Rate. The Borrower’s obligations to pay (A) any payments required in connection with the acquisition of a Qualified Hedge to assure that the fixed interest rate to be paid by the Borrower or interest rate cap provided to the Borrower under the Qualified Hedge, together with the Bank Lending Margin, is at or below the Loan Underwriting Rate, (B) Hedging Obligations and (C) Hedging Termination Obligations shall be from the sources and in the priority specified in the Indenture DocumentsCollateral Agency Agreement. Each Qualified Hedge shall be secured and documented on terms and conditions substantially similar to the terms and conditions of the Initial Qualified Hedge unless otherwise approved by the TIFIA Lender. The Borrower shall ensure that, as of the day following the termination date of any Qualified Hedge that for any reason terminates before the final maturity date of the Variable Interest Rate Bonds subject to such Qualified Hedge, either (AI) a Subsequent Qualified Hedge (as defined below) is in full force and effect to the extent the Senior Obligations bear interest at a Variable Interest Rate or (BII) the Variable Interest Rate Bonds Senior Obligations have been converted to a fixed rate, in each case in accordance with this Agreement and the Indenture Documents. Senior Loan Agreement. Any Qualified Hedge entered into subsequent to the Initial Qualified Hedge (iiia “Subsequent Qualified Hedge”) shall (A) commence no later than the termination date of the Qualified Hedge which is terminating and terminate no earlier than the date which is the first (1st) anniversary of the effective date of such Subsequent Qualified Hedge or (B) commence no later than the termination date of the existing Qualified Hedge and terminate no earlier than the final maturity date of the Variable Interest Rate Senior Obligations. The Trustee Borrower shall not commence seeking any bids from any Qualified Hedge Provider for a Subsequent Qualified Hedge unless, at least thirty (30) days prior thereto, the Borrower has delivered to the TIFIA Lender evidence satisfactory to the TIFIA Lender and certified by the Borrower’s Authorized Representative that the process to be utilized by the Borrower for selecting such Subsequent Qualified Hedge is a competitive process designed to obtain a fair market price and to avoid conflicts of interest. At the time the Subsequent Qualified Hedge is priced, the Borrower shall provide to the TIFIA Lender a certificate from a qualified third party acceptable to the TIFIA Lender to the effect that either the underlying LIBOR based fixed rate or the price of acquiring such Subsequent Qualified Hedge is a fair price based on the interest rate market at the time such Qualified Hedge is priced. The Collateral Agent shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure the Borrower’s obligations under to the TIFIA Loan DocumentsLender under this Agreement. The Hedging Agreements shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee Collateral Agent for deposit and disbursement in accordance with the Indenture Documents. (iv) Collateral Agency Agreement. The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, transfer nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender’s prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Agreement. (v) . If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, shall cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider within thirty ten (3010) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) Business Days of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the xxxx-to-market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank’s Hedging Agreement to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank’s Hedging Agreement and replacement thereof by a Hedging Agreement with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o) (Hedging); provided that if the disqualified Hedging Bank’s highest credit rating from any Nationally Recognized Rating Agency is less than ‘A-’, ‘A3’ or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B).

Hedging. (i) As a condition to the issuance of any Senior Obligations or Junior Bonds Pari Passu Obligations that bear interest at a Variable Interest Rate, the Borrower shall enter into a Qualified Hedge with respect to such Senior Obligations or Junior Bonds and Pari Passu Obligations and shall maintain such Qualified Hedge in place until the earlier to occur of (i) the maturity date of any such Senior Obligations or Junior Bonds Pari Passu Obligations and (ii) the Final Maturity Date. Each Qualified Hedge must have an aggregate stated notional amount of not less than (A) during the Construction Period, at least ninety percent (90%) and not more than one hundred ten percent (110%) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected to be outstanding during such time period and (B) at all other times, at least ninety-eight percent (98%) and not more than one hundred two percent (102%) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected to be outstanding until the maturity of such Variable Interest Rate BondsSenior Obligations. Any such Qualified Hedge shall have a payment profile that is reasonably consistent with the expected draw and repayment schedule of the applicable Variable Interest Rate Bonds Senior Obligations subject to such Qualified Hedge. Such Qualified Hedge shall have a stated maturity or termination date not earlier than the earlier to occur of (x) the Final Maturity Date and (y) the final maturity date of the Variable Interest Rate Bonds Senior Obligations subject to such Qualified Hedge. (ii) . Each Qualified Hedge shall provide for a fixed interest rate resulting in fixed payment amounts payable by the Borrower to the Qualified Hedge Provider. The Borrower’s obligations to pay Hedging Obligations and Hedging Termination Obligations shall be from the sources and in the priority specified in the Indenture Documents. The Borrower shall ensure that, as of the day following the termination date of any Qualified Hedge that for any reason terminates before the final maturity date of the Variable Interest Rate Bonds Senior Obligations subject to such Qualified Hedge, (A) a Subsequent Qualified Hedge (as defined below) is in full force and effect or (B) the Variable Interest Rate Bonds Senior Obligations have been converted to a fixed rate, in each case in accordance with this Agreement and the Indenture Documents. . Any Hedging Transaction entered into subsequent to the Initial Qualified Hedge (iiia “Subsequent Qualified Hedge”) shall (A) be a Qualified Hedge, (B) commence no later than the termination date of the Qualified Hedge that is terminating and (C) terminate no earlier than the earlier to occur of (1) the Final Maturity Date and (2) the final maturity date of the Variable Interest Rate Senior Obligations subject to such Subsequent Qualified Hedge. The Borrower shall not commence seeking any bids from any Qualified Hedge Provider for a Subsequent Qualified Hedge unless, at least thirty (30) days prior thereto, the Borrower has delivered to the TIFIA Lender evidence satisfactory to the TIFIA Lender and certified by the Borrower’s Authorized Representative that the process to be utilized by the Borrower for selecting such Subsequent Qualified Hedge is a competitive process designed to obtain a fair market price and to avoid conflicts of interest. At the time the Subsequent Qualified Hedge is priced, the Borrower shall provide to the TIFIA Lender a certificate from a qualified third party acceptable to the TIFIA Lender to the effect that either the underlying LIBOR based fixed rate or the price of acquiring such Subsequent Qualified Hedge is a fair price based on the interest rate market at the time such Qualified Hedge is priced. The Trustee shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure the Borrower’s obligations under the TIFIA Loan Documents. The Hedging Agreements shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee for deposit and disbursement in accordance with the Indenture Documents. (iv) . The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender’s prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Agreement. (v) . If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, within thirty (30) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the xxxx-to-market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank’s Hedging Agreement to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank’s Hedging Agreement and replacement thereof by a Hedging Agreement with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o) (Hedging); provided that if the disqualified Hedging Bank’s highest credit rating from any Nationally Recognized Rating Agency is less than ‘A-’, ‘A3’ or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B).

Hedging. (i) As a condition to the issuance of any Senior Obligations or Junior Bonds Obligations that bear interest at a Variable Interest Rate, the Borrower shall enter into a Qualified Hedge with respect to such Senior Obligations or Junior Bonds Obligations and shall maintain such Qualified Hedge in place until the earlier to occur of (i) the maturity date of any such Senior Obligations or Junior Bonds Obligations and (ii) the Final Maturity Date. Each Qualified Hedge must have an aggregate stated notional amount of not less than than (A) during the Construction Period, at least ninety percent (90%) and not more than one hundred ten percent (110%) of the aggregate principal amount of the Variable Interest Rate Bonds Obligations projected to be outstanding during such time period and (B) at all other times, at least ninety-eight percent (98%) and not more than one hundred two percent (102%) of the aggregate principal amount of the Variable Interest Rate Bonds Obligations projected to be outstanding until the maturity of such Variable Interest Rate BondsObligations . Any such Qualified Hedge shall have a payment profile that is reasonably consistent with the expected draw and repayment schedule of the applicable Variable Interest Rate Bonds Obligations subject to such Qualified Hedge. Such Qualified Hedge shall have a stated maturity or termination date not earlier than the earlier to occur of (x) the Final Maturity Date and (y) the final maturity date of the Variable Interest Rate Bonds Obligations subject to such Qualified Hedge. (ii) Each Qualified Hedge shall provide for a fixed interest rate resulting in fixed payment amounts payable by the Borrower to the Qualified Hedge Provider. The Borrower’s obligations to pay Hedging Obligations and Hedging Termination Obligations shall be from the sources and in the priority specified in the Indenture Documents. The Borrower shall ensure that, as of the day following the termination date of any Qualified Hedge that for any reason terminates before the final maturity date of the Variable Interest Rate Bonds Obligations subject to such Qualified Hedge, , (A) a Qualified Hedge is in full force and effect or (B) the Variable Interest Rate Bonds Obligations have been converted to a fixed rate, in each case in accordance with this Agreement and the Indenture Documents. (iii) The Trustee shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure the Borrower’s obligations under the TIFIA Loan Documents. The Hedging Agreements shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee for deposit and disbursement in accordance with the Indenture Documents. (iv) The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender’s prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Agreement. (v) If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, within thirty (30) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the xxxxmark-to-market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank’s Hedging Agreement to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank’s Hedging Agreement and replacement thereof by a Hedging Agreement with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o15(o) (Hedging); provided that if the disqualified Hedging Bank’s highest credit rating from any Nationally Recognized Rating Agency is less than ‘A-’, ‘A3’ or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B).

Hedging. (i) As To protect against fluctuations in interest rates, the Borrower shall make arrangements for a condition Qualified Hedge to be in place and maintained at all times with respect to the issuance of any Senior Obligations or Junior Bonds that during any period in which the Senior Obligations bear interest at a Variable Interest Rate, the Borrower shall enter into a Qualified Hedge with respect to such Senior Obligations or Junior Bonds and shall maintain such Qualified Hedge in place until the earlier to occur of (i) the maturity date of any such Senior Obligations or Junior Bonds and (ii) the Final Maturity Date. Each The Qualified Hedge must have an aggregate stated notional amount of not less than (A) during the Construction Period, at least ninety ninety-eight percent (9098%) (and not more than one hundred ten two percent (110102%)) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected to be outstanding during such time period the term of the Qualified Xxxxxx and (B) have a stated maturity or termination date not earlier than the final maturity date of the Senior Obligations to be hedged. The Borrower, at all other timestimes when the TIFIA Loan is outstanding, at least shall have in full force and effect Qualified Xxxxxx with an aggregate notional amount of not less than ninety-eight percent (98%) (and not more than one hundred two percent (102%)) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected by the Borrower from time to time to be outstanding until during the maturity term of such Variable Interest Rate Bonds. Any the TIFIA Loan, and such Qualified Hedge shall have a payment profile that is reasonably consistent with the expected draw and repayment schedule of the applicable Variable Interest Rate Bonds subject to such Qualified Hedge. Such Qualified Hedge Xxxxxx shall have a stated maturity or termination date not earlier than the earlier to occur of (x) the Final Maturity Date and (y) the final maturity date of the such Variable Interest Rate Bonds subject to such Qualified HedgeSenior Obligations. (ii) Each Qualified Hedge shall provide for a fixed interest rate resulting in fixed payment amounts payable by the Borrower Loan Underwriting Rate that is satisfactory to the Qualified Hedge ProviderTIFIA Lender in its sole discretion. The Borrower’s obligations to pay (A) any payments required in connection with the acquisition of a Qualified Hedge to assure that the fixed interest rate to be paid by the Borrower or interest rate cap provided to the Borrower under the Qualified Hedge, together with the Bank Lending Margin, shall be at or below the Loan Underwriting Rate, (B) Hedging Obligations and (C) Hedging Termination Obligations shall be from the sources and in the priority specified in the Indenture DocumentsIndenture. Each Qualified Hedge shall be secured and documented on terms and conditions approved by the TIFIA Lender. (iii) The Borrower shall ensure that, as of the day following the termination date of any Qualified Hedge that for any reason terminates before the final maturity date of the Variable Interest Rate Bonds subject to such Qualified Hedge, either (AI) a Subsequent Qualified Hedge (as defined below) is in full force and effect to the extent the Senior Obligations bear interest at a Variable Interest Rate or (BII) the Variable Interest Rate Bonds Senior Obligations have been converted to a fixed rate, in each case in - 51 - 1265512.10-WASSR01A - MSW accordance with this Agreement and the Indenture DocumentsIndenture. Any Qualified Hedge entered into as of the expiration of a prior Qualified Hedge (a “Subsequent Qualified Hedge”) shall (A) commence no later than the termination date of the Qualified Hedge which is terminating and terminate no earlier than the final maturity date of the Variable Interest Rate Senior Obligations. (iiiiv) The Borrower shall not commence seeking any bids from any Qualified Hedge Provider for any Qualified Hedge unless, at least thirty (30) days prior thereto, the Borrower has delivered to the TIFIA Lender evidence satisfactory to the TIFIA Lender and certified by the Borrower that the process to be utilized by the Borrower for selecting such Qualified Hedge is a competitive process designed to obtain a fair market price and to avoid conflicts of interest. At the time the Qualified Hedge is priced, the Borrower shall provide to the TIFIA Lender a certificate from a qualified third party acceptable to the TIFIA Lender to the effect that either the underlying LIBOR based fixed rate or the price of acquiring such Qualified Hedge is a fair price based on the interest rate market at the time such Qualified Hedge is priced. (v) The Trustee shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure the Borrower’s obligations under to the TIFIA Loan DocumentsLender under this Agreement. The Hedging Agreements Hedge Facility shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee for deposit and disbursement in accordance with the Indenture DocumentsIndenture. (ivvi) The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, transfer nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender’s prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Agreement. (vvii) If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, shall cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider within thirty ten (3010) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) Business Days of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the xxxx-to-market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank’s Hedging Agreement Hedge Facility to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank’s Hedging Agreement Hedge Facility and replacement thereof by a Hedging Agreement Hedge Facility with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o) (Hedging); provided that if the disqualified Hedging Bank’s highest credit rating from any Nationally Recognized Rating Agency is less than ‘A-’, ‘A3’ or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B).

Hedging. (i) As To protect against fluctuations in interest rates, the Borrower shall make arrangements for a condition Qualified Hedge to the issuance of any be in place and maintained with respect to Senior Obligations or Junior Bonds that during any period in which such Senior Obligations bear interest at a Variable Interest Rate, subject to the TIFIA Lender’s prior written consent; provided, that the Borrower shall enter into not be obligated to arrange for a Qualified Hedge with Facility in respect to such Senior Obligations or Junior Bonds and shall maintain such Qualified Hedge in place until of the earlier to occur of (i) the maturity date of any such Senior Obligations or Junior Bonds and (ii) the Final Maturity DateInterim Construction Financing. Each The Qualified Hedge must have an aggregate stated notional amount of not less than (A) during the Construction Period, at least ninety ninety- eight percent (9098%) (and not more than one hundred ten two percent (110102%)) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected to be outstanding during such time period the term of the Qualified Xxxxxx and (B) have a stated maturity or termination date not earlier than the final maturity date of the Senior Obligations to be hedged. The Borrower, at all other timestimes when the TIFIA Loan is outstanding, at least shall have in full force and effect Qualified Xxxxxx with an aggregate notional amount of not less than ninety-eight percent (98%) (and not more than one hundred two percent (102%)) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected by the Borrower from time to time to be outstanding until during the maturity term of such Variable Interest Rate Bonds. Any the TIFIA Loan, and such Qualified Hedge shall have a payment profile that is reasonably consistent with the expected draw and repayment schedule of the applicable Variable Interest Rate Bonds subject to such Qualified Hedge. Such Qualified Hedge Xxxxxx shall have a stated maturity or termination date not earlier than the earlier to occur of (x) the Final Maturity Date and (y) the final maturity date of the such Variable Interest Rate Bonds subject to such Qualified HedgeSenior Obligations. (ii) Each Qualified Hedge shall provide for a fixed interest rate resulting in fixed payment amounts payable by the Borrower Loan Underwriting Rate that is satisfactory to the Qualified Hedge ProviderTIFIA Lender in its sole discretion. The Borrower’s obligations to pay (A) any payments required in connection with the acquisition of a Qualified Hedge to assure that the fixed interest rate to be paid by the Borrower or interest rate cap provided to the Borrower under the Qualified Hedge, together with the Bank Lending Margin, shall be at or below the Loan Underwriting Rate, (B) Hedging Obligations and (C) Hedging Termination Obligations shall be from the sources and in the priority specified in the Indenture DocumentsIndenture. Each Qualified Hedge shall be secured and documented on terms and conditions approved by the TIFIA Lender. The Borrower shall ensure that, as of the day following the termination date of any Qualified Hedge that for any reason terminates before the final maturity date of the Variable Interest Rate Bonds subject to such Qualified Hedge, either (AI) a Subsequent Qualified Hedge (as defined below) is in full force and effect to the extent the Senior Obligations bear interest at a Variable Interest Rate or (BII) the Variable Interest Rate Bonds Senior Obligations have been converted to a fixed rate, in each case in accordance with this Agreement and the Indenture DocumentsIndenture. (iii) Any Qualified Hedge entered into as of the expiration of a prior Qualified Hedge (a “Subsequent Qualified Hedge”) shall commence no later than the termination date of the Qualified Hedge which is terminating and terminate no earlier than the final maturity date of the Variable Interest Rate Senior Obligations. (iv) The Borrower shall not commence seeking any bids from any Qualified Hedge Provider for any Qualified Hedge unless, at least thirty (30) days prior thereto, the Borrower has delivered to the TIFIA Lender evidence satisfactory to the TIFIA Lender and certified by the Borrower’s Authorized Representative that the process to be utilized by the Borrower for selecting such Qualified Hedge is a competitive process designed to obtain a fair market price and to avoid conflicts of interest. At the time the Qualified Hedge is priced, the Borrower shall provide to the TIFIA Lender a certificate from a qualified third party acceptable to the TIFIA Lender to the effect that either the underlying LIBOR based fixed rate or the price of acquiring such Qualified Hedge is a fair price based on the interest rate market at the time such Qualified Hedge is priced. (v) The Trustee shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure the Borrower’s obligations under to the TIFIA Loan DocumentsLender under this Agreement. The Hedging Agreements Hedge Facility shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee for deposit into the Revenue Fund and disbursement in accordance with the Indenture DocumentsIndenture. (ivvi) The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, transfer nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender’s prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Agreement. (vvii) If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, shall cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider within thirty ten (3010) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) Business Days of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the xxxx-to-market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank’s Hedging Agreement Hedge Facility to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank’s Hedging Agreement Hedge Facility and replacement thereof by a Hedging Agreement Hedge Facility with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o) (Hedging); provided that if the disqualified Hedging Bank’s highest credit rating from any Nationally Recognized Rating Agency is less than ‘A-’, ‘A3’ or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B16(p).

Hedging. (i) As a condition to the issuance of any Senior Obligations or Junior Bonds Pari Passu Obligations that bear interest at a Variable Interest Rate, the Borrower shall enter into a Qualified Hedge with respect to such Senior Obligations or Junior Bonds and Pari Passu Obligations and shall maintain such Qualified Hedge in place until the earlier to occur of (i) the maturity date of any such Senior Obligations or Junior Bonds Pari Passu Obligations and (ii) the Final Maturity Date. Each Qualified Hedge must have an aggregate stated notional amount of not less than (A) during the Construction Period, at least ninety percent (90%) and not more than one hundred ten percent (110%) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected to be outstanding during such time period and (B) at all other times, at least ninety-eight percent (98%) and not more than one hundred two percent (102%) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected to be outstanding until the maturity of such Variable Interest Rate BondsSenior Obligations. Any such Qualified Hedge shall have a payment profile that is reasonably consistent with the expected draw and repayment schedule of the applicable Variable Interest Rate Bonds Senior Obligations subject to such Qualified Hedge. Such Qualified Hedge shall have a stated maturity or termination date not earlier than the earlier to occur of (x) the Final Maturity Date and (y) the final maturity date of the Variable Interest Rate Bonds Senior Obligations subject to such Qualified Hedge. (ii) . Each Qualified Hedge shall provide for a fixed interest rate resulting in fixed payment amounts payable by the Borrower to the Qualified Hedge Provider. The Borrower’s obligations to pay Hedging Obligations and Hedging Termination Obligations shall be from the sources and in the priority specified in the Indenture Documents. The Borrower shall ensure that, as of the day following the termination date of any Qualified Hedge that for any reason terminates before the final maturity date of the Variable Interest Rate Bonds Senior Obligations subject to such Qualified Hedge, (A) a Subsequent Qualified Hedge (as defined below) is in full force and effect or (B) the Variable Interest Rate Bonds Senior Obligations have been converted to a fixed rate, in each case in accordance with this Agreement and the Indenture Documents. . Any Hedging Transaction entered into subsequent to the Initial Qualified Hedge (iiia “Subsequent Qualified Hedge”) shall (A) be a Qualified Hedge, (B) commence no later than the termination date of the Qualified Hedge that is terminating and (C) terminate no earlier than the earlier to occur of (1) the Final Maturity Date and (2) the final maturity date of the Variable Interest Rate Senior Obligations subject to such Subsequent Qualified Hedge. The Borrower shall not commence seeking any bids from any Qualified Hedge Provider for a Subsequent Qualified Hedge unless, at least thirty (30) days prior thereto, the Borrower has delivered to the TIFIA Lender evidence satisfactory to the TIFIA Lender and certified by the Borrower’s Authorized Representative that the process to be utilized by the Borrower for selecting such Subsequent Qualified Hedge is a competitive process designed to obtain a fair market price and to avoid conflicts of interest. At the time the Subsequent Qualified Hedge is priced, the Borrower shall provide to the TIFIA Lender a certificate from a qualified third party acceptable to the TIFIA Lender to the effect that either the underlying LIBOR based fixed rate or the price of acquiring such Subsequent Qualified Hedge is a fair price based on the interest rate market at the time such Qualified Hedge is priced. The Trustee shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure the Borrower’s obligations under the TIFIA Loan Documents. The Hedging Agreements shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee for deposit and disbursement in accordance with the Indenture Documents. (iv) . The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender’s prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Agreement. (v) . If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, within thirty ten (3010) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the xxxx-to-market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank’s Hedging Agreement to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank’s Hedging Agreement and replacement thereof by a Hedging Agreement with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o) (Hedging); provided provided, that if the disqualified Hedging Bank’s highest credit rating from any Nationally Recognized Rating Agency is less than ‘A-’, ‘A3’ or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B).

Hedging. (i) As To protect against fluctuations in interest rates, the Borrower shall make arrangements for a condition Qualified Hedge to be in place and 49 To be used where applicable, subject to modification based on the terms of applicable Equity Funding Agreements or other applicable equity arrangements. maintained at all times with respect to the issuance of any Senior Obligations or Junior Bonds that during any period in which the Senior Obligations bear interest at a Variable Interest Rate, the Borrower shall enter into a Qualified Hedge with respect to such Senior Obligations or Junior Bonds and shall maintain such Qualified Hedge in place until the earlier to occur of (i) the maturity date of any such Senior Obligations or Junior Bonds and (ii) the Final Maturity Date. Each The initial Qualified Hedge must have an aggregate stated notional amount of not less than (A) during the Construction Period, at least ninety ninety-eight percent (9098%) (and not more than one hundred ten two percent (110102%)) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected to be outstanding during such time period the term of the Qualified Xxxxxx and (B) have a stated maturity or termination date not earlier than [the final maturity date] of the Initial Senior Obligations. The Borrower, at all other timestimes when the TIFIA Loan is outstanding, at least shall have in full force and effect Qualified Xxxxxx with an aggregate notional amount of not less than ninety-eight percent (98%) (and not more than one hundred two percent (102%)) of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected by the Borrower from time to time to be outstanding until during the maturity term of such Variable Interest Rate Bonds. Any the TIFIA Loan, and such Qualified Hedge shall have a payment profile that is reasonably consistent with the expected draw and repayment schedule of the applicable Variable Interest Rate Bonds subject to such Qualified Hedge. Such Qualified Hedge Xxxxxx shall have a stated maturity or termination date not earlier than the earlier to occur of (x) the Final Maturity Date and (y) the final maturity date of the Variable Interest Rate Bonds subject to such Qualified HedgeTIFIA Loan. (ii) Each Qualified Hedge shall provide for a fixed interest rate or interest rate cap resulting in fixed payment amounts payable by the Borrower that, when taken together with the Bank Lending Margin and any premium or margin payable on such Qualified Hedge, represents a rate that is less than or equal to the Qualified Hedge ProviderLoan Underwriting Rate. The Borrower’s obligations to pay (A) any payments required in connection with the acquisition of a Qualified Hedge to assure that the fixed interest rate to be paid by the Borrower or interest rate cap provided to the Borrower under the Qualified Hedge, together with the Bank Lending Margin, is at or below the Loan Underwriting Rate, (B) Hedging Obligations and (C) Hedging Termination Obligations shall be from the sources and in the priority specified in the Indenture DocumentsCollateral Agency Agreement. Each Qualified Hedge shall be secured and documented on terms and conditions substantially similar to the terms and conditions of the Initial Qualified Hedge unless otherwise approved by the TIFIA Lender. The Borrower shall ensure that, as of the day following the termination date of any Qualified Hedge that for any reason terminates before the final maturity date of the Variable Interest Rate Bonds subject to such Qualified Hedge, either (AI) a Subsequent Qualified Hedge (as defined below) is in full force and effect to the extent the Senior Obligations bear interest at a Variable Interest Rate or (BII) the Variable Interest Rate Bonds Senior Obligations have been converted to a fixed rate, in each case in accordance with this Agreement and the Indenture DocumentsSenior Loan Agreement. (iii) Any Qualified Hedge entered into subsequent to the Initial Qualified Hedge (a “Subsequent Qualified Hedge”) shall (A) commence no later than the termination date of the Qualified Hedge which is terminating and terminate no earlier than the date which is the first (1st) anniversary of the effective date of such Subsequent Qualified Hedge or (B) commence no later than the termination date of the existing Qualified Hedge and terminate no earlier than the final maturity date of the Variable Interest Rate Senior Obligations. (iv) The Trustee Borrower shall not commence seeking any bids from any Qualified Hedge Provider for a Subsequent Qualified Hedge unless, at least thirty (30) days prior thereto, the Borrower has delivered to the TIFIA Lender evidence satisfactory to the TIFIA Lender and certified by the Borrower’s Authorized Representative that the process to be utilized by the Borrower for selecting such Subsequent Qualified Hedge is a competitive process designed to obtain a fair market price and to avoid conflicts of interest. At the time the Subsequent Qualified Hedge is priced, the Borrower shall provide to the TIFIA Lender a certificate from a qualified third party acceptable to the TIFIA Lender to the effect that either the underlying LIBOR based fixed rate or the price of acquiring such Subsequent Qualified Hedge is a fair price based on the interest rate market at the time such Qualified Hedge is priced. (v) The Collateral Agent shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure the Borrower’s obligations under to the TIFIA Loan DocumentsLender under this Agreement. The Hedging Agreements shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee Collateral Agent for deposit and disbursement in accordance with the Indenture DocumentsCollateral Agency Agreement. (ivvi) The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, transfer nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender’s prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Agreement. (vvii) If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, shall cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider within thirty ten (3010) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) Business Days of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the xxxx-to-market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank’s Hedging Agreement to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank’s Hedging Agreement and replacement thereof by a Hedging Agreement with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o) (Hedging); provided that if the disqualified Hedging Bank’s highest credit rating from any Nationally Recognized Rating Agency is less than ‘A-’, ‘A3’ or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B).

Hedging. (i) As To protect against fluctuations in interest rates, the Borrower shall make arrangements for a condition Qualified Hedge to be in place and maintained at all times with respect to the issuance of any Senior Obligations or Junior Bonds that during any period in which the Senior Obligations bear interest at a Variable Interest Rate, the Borrower shall enter into a Qualified Hedge with respect to such Senior Obligations or Junior Bonds and shall maintain such Qualified Hedge in place until the earlier to occur of (i) the maturity date of any such Senior Obligations or Junior Bonds and (ii) the Final Maturity Date. Each The initial Qualified Hedge must have an aggregate stated notional amount of not less than (A) during the Construction Period, at least ninety percent (90%) and not more than one hundred ten percent (110%) 98% of the aggregate principal amount of the Variable Interest Rate Bonds Senior Obligations projected to be outstanding during such time period and (B) at all other times, at least ninety-eight percent (98%) and not more than one hundred two percent (102%) the term of the aggregate principal amount of the Variable Interest Rate Bonds projected to be outstanding until the maturity of such Variable Interest Rate Bonds. Any such Qualified Hedge shall have a payment profile that is reasonably consistent with the expected draw Xxxxxx and repayment schedule of the applicable Variable Interest Rate Bonds subject to such Qualified Hedge. Such Qualified Hedge shall have a stated maturity or termination date not earlier than the earlier final maturity date of the Initial Senior Obligations. The Borrower, at all times when the TIFIA Loan is outstanding, shall have in full force and effect Qualified Xxxxxx with an aggregate notional amount of not less than 98% of the aggregate principal amount of the Variable Interest Rate Senior Obligations projected by the Borrower from time-to-time to occur be outstanding during the term of the TIFIA Loan and (x) at least 98% of the Final Maturity Date and (y) notional amount of such Qualified Xxxxxx shall be subject to a Qualified Hedge with a stated maturity or termination date not earlier than the final maturity date of the Variable Interest Rate Bonds TIFIA Loan and (y) the notional amount of the balance of such Qualified Xxxxxx shall be subject to such a Qualified HedgeHedge with a stated maturity or termination date of at least one year. (ii) Each Qualified Hedge shall provide for a fixed interest rate or interest rate cap resulting in fixed payment amounts payable by the Borrower which, when taken together with the Bank Lending Margin, shall be a rate which is less than or equal to the Qualified Hedge ProviderLoan Underwriting Rate. The Borrower’s obligations to pay Hedging Obligations and Hedging Termination Obligations shall be from (a) any payments required in connection with the sources and in the priority specified in the Indenture Documents. The Borrower shall ensure that, as acquisition of the day following the termination date of any a Qualified Hedge to assure that for any reason terminates before the final maturity date of fixed interest rate to be paid by the Variable Interest Rate Bonds subject Borrower or interest rate cap provided to such the Borrower under the Qualified Hedge, (A) a Qualified Hedge is in full force and effect or (B) together with the Variable Interest Rate Bonds have been converted to a fixed rateBank Lending Margin, in each case in accordance with this Agreement and the Indenture Documents. (iii) The Trustee shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure at or below the Borrower’s obligations under the TIFIA Loan Documents. The Hedging Agreements shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee for deposit and disbursement in accordance with the Indenture Documents. (iv) The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender’s prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Agreement. (v) If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, within thirty (30) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the xxxx-to-market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank’s Hedging Agreement to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank’s Hedging Agreement and replacement thereof by a Hedging Agreement with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o) (Hedging); provided that if the disqualified Hedging Bank’s highest credit rating from any Nationally Recognized Rating Agency is less than ‘A-’, ‘A3’ or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B).Underwriting Rate,