Common use of Hedging Clause in Contracts

Hedging. (a) The Reinsurer shall be responsible for hedging the index risk and other risks associated with the Subject Annuities. (b) From and after the date hereof, if the Reinsurer intends to acquire any fully paid derivatives for the purpose of hedging the index risk associated with the Subject Annuities with a derivatives counterparty (each, a “Hedge Counterparty”) with respect to which the Reinsurer and the Cedant have not already entered into a Hedge Assignment Agreement, then the Reinsurer shall provide the Cedant with a copy of the applicable “ISDA Master Agreement” (as defined in the Hedge Collateral Assignment Agreement) and, provided that such ISDA Master Agreement permits the Reinsurer to enter into only derivatives transactions thereunder that are fully paid by the Reinsurer and such ISDA Master Agreement includes: (i) a xxxx-to-market, optional termination clause providing for each such derivatives transaction to automatically terminate one (1) Business Day following notice from either Cedant or Reinsurer to the Hedge Counterparty that the Cedant has elected to recapture all of the Reinsured Liabilities in accordance with the terms hereunder, (ii) a “fully prepaid transaction” clause that prohibits the Hedge Counterparty from terminating the derivatives transactions under such ISDA Master Agreement due to an “Event of Default” or “Termination Event” with respect to the Reinsurer under the ISDA Master Agreement (except that, if required by a Hedge Counterparty, the ISDA Master Agreement may permit (x) termination under Section 5(a)(iii) of the ISDA Master Agreement with respect to a failure by Reinsurer to return posted collateral to the Hedge Counterparty and (y) termination under Section 5(b)(i) of the ISDA Master Agreement with respect to an illegality with respect to the ISDA Master Agreement or any transaction thereunder), then the parties shall promptly enter into a hedge collateral assignment agreement, substantially in the form attached hereto as Exhibit F, together with such changes as are reasonably required by the applicable Hedge Counterparty thereto and consented to by the Cedant and the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) (the “Hedge Collateral Assignment Agreement”), pursuant to which the Reinsurer shall collaterally assign, for the benefit of the Cedant, as additional collateral to secure the Reinsured Liabilities, all of the Reinsurer’s beneficial interest, in to or under the “Hedge Agreements” (as defined in the Hedge Collateral Assignment Agreement) (any such fully paid derivatives, the “Reinsurer Xxxxxx”), including posted collateral, any and all payments, disbursements, distributions, or proceeds therein. The Reinsurer shall deposit (or cause to be deposited) into the OC Account any such payments, disbursements, distributions or proceeds (other than posted collateral) payable in respect of the Reinsurer Xxxxxx. The Reinsurer shall cause each Hedge Counterparty to deposit any collateral posted by such Hedge Counterparty in respect of a Reinsurer Hedge into the applicable Hedge Collateral Account.

Hedging. (a) The Reinsurer Borrowers may, at any time during the Security Period, enter into Hedging Agreements and, from the date of entering into such Hedging Agreements, shall be responsible for hedging the index risk and other risks associated thereafter maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the Subject Annuitiesterms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement. (b) From The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and after each Hedge Counterparty shall, on the date hereofon which the Hedging Agreement is entered into, if also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than the Reinsurer intends to acquire any fully paid derivatives for the purpose of hedging the index risk associated Termination Date; (iii) have settlement dates coinciding with the Subject Annuities with a derivatives counterparty Interest Payment Dates; (each, a “Hedge Counterparty”iv) with respect to which the Reinsurer and the Cedant have not already entered into a Hedge Assignment Agreement, then the Reinsurer shall provide the Cedant with a copy of the applicable “be based on an ISDA Master Agreement” Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the Hedge Collateral Assignment relevant Hedging Agreement) and, provided that such ISDA Master shall be dollars. (d) The rights of a Borrower under any Hedging Agreement permits the Reinsurer shall be charged or assigned by way of security under a Hedging Agreement Assignment. (e) The parties to enter into only derivatives transactions thereunder that are fully paid by the Reinsurer and such ISDA Master each Hedging Agreement includes: (i) a xxxx-to-market, optional termination clause providing for each such derivatives transaction to automatically terminate one (1) Business Day following notice from either Cedant or Reinsurer to the Hedge Counterparty that the Cedant has elected to recapture all of the Reinsured Liabilities in accordance must comply with the terms hereunder, of that Hedging Agreement. (iif) Neither a “fully prepaid transaction” clause that prohibits the Hedge Counterparty from terminating nor a Borrower may amend, supplement, extend or waive the derivatives transactions under such ISDA Master terms of any Hedging Agreement due without the consent of the Security Agent. (g) Paragraph (f) above shall not apply to an “Event of Default” amendment, supplement or “Termination Event” with respect to the Reinsurer under the ISDA Master Agreement (except that, if required by a Hedge Counterparty, the ISDA Master Agreement may permit (x) termination under Section 5(a)(iii) of the ISDA Master Agreement with respect waiver that is administrative and mechanical in nature and does not give rise to a failure by Reinsurer to return posted collateral to the Hedge Counterparty and (y) termination under Section 5(b)(i) conflict with any provision of the ISDA Master Agreement with respect to an illegality with respect to the ISDA Master this Agreement or any transaction thereunder), then the parties shall promptly enter into a hedge collateral assignment agreement, substantially in the form attached hereto as Exhibit F, together with such changes as are reasonably required by the applicable Hedge Counterparty thereto and consented to by the Cedant and the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) (the “Hedge Collateral Assignment Agreement”), pursuant to which the Reinsurer shall collaterally assign, for the benefit of the Cedant, as additional collateral to secure the Reinsured Liabilities, all of the Reinsurer’s beneficial interest, in to or under the “Hedge Agreements” (as defined in the Hedge Collateral Assignment Agreement) (any such fully paid derivatives, the “Reinsurer Xxxxxx”), including posted collateral, any and all payments, disbursements, distributions, or proceeds therein. The Reinsurer shall deposit (or cause to be deposited) into the OC Account any such payments, disbursements, distributions or proceeds (other than posted collateral) payable in respect of the Reinsurer Xxxxxx. The Reinsurer shall cause each Hedge Counterparty to deposit any collateral posted by such Hedge Counterparty in respect of a Reinsurer Hedge into the applicable Hedge Collateral AccountHedging Agreement Assignment.

Hedging. (a) The Reinsurer Borrowers may enter into Hedging Agreements and shall be responsible for hedging the index risk and other risks associated after that date maintain such Hedging Agreements in accordance with the Subject Annuitiesthis Clause 9.7 (Hedging). (b) From Each Hedging Agreement shall: (i) be with a Hedge Counterparty and after each Hedge Counterparty shall also be a Lender; 65 ‌ EUROPE/73091764v9 ​ (ii) be for a term ending on or before on the date hereof, if the Reinsurer intends to acquire any fully paid derivatives for the purpose of hedging the index risk associated Termination Date; (iii) have settlement dates coinciding with the Subject Annuities with Interest Payment Dates; (iv) be in agreed form; (v) provide for two-way payments in the event of a derivatives counterparty (each, termination of a “Hedge Counterparty”) with transaction in respect to which the Reinsurer and the Cedant have not already entered into of a Hedge Assignment Hedging Agreement, then the Reinsurer shall provide the Cedant with whether on a copy of the applicable “ISDA Master Agreement” Termination Event (as defined in the Hedge Collateral Assignment relevant Hedging Agreement) and, provided that such ISDA Master Agreement permits the Reinsurer to enter into only derivatives transactions thereunder that are fully paid by the Reinsurer and such ISDA Master Agreement includes: (i) a xxxx-to-market, optional termination clause providing for each such derivatives transaction to automatically terminate one (1) Business Day following notice from either Cedant or Reinsurer to the Hedge Counterparty that the Cedant has elected to recapture all of the Reinsured Liabilities in accordance with the terms hereunder, (ii) a “fully prepaid transaction” clause that prohibits the Hedge Counterparty from terminating the derivatives transactions under such ISDA Master Agreement due to on an “Event of Default” or “Termination Event” with respect to the Reinsurer under the ISDA Master Agreement (except that, if required by a Hedge Counterparty, the ISDA Master Agreement may permit (x) termination under Section 5(a)(iii) of the ISDA Master Agreement with respect to a failure by Reinsurer to return posted collateral to the Hedge Counterparty and (y) termination under Section 5(b)(i) of the ISDA Master Agreement with respect to an illegality with respect to the ISDA Master Agreement or any transaction thereunder), then the parties shall promptly enter into a hedge collateral assignment agreement, substantially in the form attached hereto as Exhibit F, together with such changes as are reasonably required by the applicable Hedge Counterparty thereto and consented to by the Cedant and the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) (the “Hedge Collateral Assignment Agreement”), pursuant to which the Reinsurer shall collaterally assign, for the benefit of the Cedant, as additional collateral to secure the Reinsured Liabilities, all of the Reinsurer’s beneficial interest, in to or under the “Hedge Agreements” Default (as defined in the Hedge Collateral Assignment relevant Hedging Agreement); and (vi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (c) The rights of each Borrower under the Hedging Agreements shall be assigned by way of security under a Hedging Agreement Assignment. (d) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (e) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any such fully paid derivativesHedging Agreement without the consent of the Facility Agent. (f) Paragraph (e) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement. (g) If, at any time, the “Reinsurer Xxxxxx”), including posted collateral, any and all payments, disbursements, distributions, or proceeds therein. The Reinsurer shall deposit (or cause to be deposited) into aggregate notional principal amount of the OC Account any such payments, disbursements, distributions or proceeds (other than posted collateral) payable transactions in respect of the Reinsurer XxxxxxHedging Agreements exceeds or, as a result of any repayment, prepayment or cancellation under this Agreement, will exceed 100 per cent. The Reinsurer shall cause each of the Loan at that time, the Borrowers must promptly notify the Facility Agent and must reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Hedge Counterparty to deposit any collateral posted by such Hedge Counterparty in respect Counterparties so that it no longer exceeds or will not exceed 100 per cent. of a Reinsurer Hedge into the applicable Hedge Collateral AccountLoan then or that will be outstanding.

Hedging. (a) The Reinsurer Borrowers shall be responsible for hedging have the index risk option to enter into a Hedging Agreement and other risks associated shall after that date maintain such Hedging Agreement in accordance with the Subject Annuitiesthis Clause 8.5 (Hedging). (b) From The aggregate notional amount of the transactions in respect of the Hedging Agreement shall be at least such amount of the Loan to be agreed between the Borrowers and after the date hereof, if other Parties to this Agreement at the Reinsurer intends to acquire time of entering into any fully paid derivatives Hedging Agreement. (c) The Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender; (ii) be for a term ending on the purpose of hedging the index risk associated Termination Date; (iii) have settlement dates coinciding with the Subject Annuities with a derivatives counterparty Interest Payment Dates; (each, a “Hedge Counterparty”iv) with respect to which the Reinsurer and the Cedant have not already entered into a Hedge Assignment Agreement, then the Reinsurer shall provide the Cedant with a copy of the applicable “be based on an ISDA Master Agreement” Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the Hedge Collateral Assignment Hedging Agreement) andshall be dollars. (d) The rights of each Borrower under the Hedging Agreement and any Hedge Counterparty Guarantee shall be charged or assigned by way of security under the Hedging Agreement Security. (e) The parties to the Hedging Agreement must comply with the terms of the Hedging Agreement. (f) Neither a Hedge Counterparty nor a Borrower may amend, provided supplement, extend or waive the terms of the Hedging Agreement or Hedge Counterparty Guarantee without the consent of the Security Agent. (g) Paragraph (f) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement Security. (h) If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreement exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed an amount of the Loan at that time, such ISDA Master amount to be agreed between the Borrowers and the other Parties to this Agreement permits at the Reinsurer time of entering into any Hedging Agreement, the Borrowers must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to enter into only derivatives transactions thereunder the Facility Agent so that are fully paid by it no longer exceeds or will not exceed the Reinsurer and such ISDA Master Agreement includes: above agreed percentage of the Loan then or that will be outstanding. (i) a xxxx-to-market, optional termination clause providing for each such derivatives transaction to automatically terminate one (1) Business Day following notice from either Cedant or Reinsurer to Any reductions in the Hedge Counterparty that the Cedant has elected to recapture all aggregate notional amount of the Reinsured Liabilities transactions in respect of the Hedging Agreement in accordance with paragraph (h) above will be apportioned as between those transactions pro rata. (j) Paragraph (h) above shall not apply to any transactions in respect of the terms hereunder, Hedging Agreement under which no Borrower has any actual or contingent indebtedness. (iik) The Facility Agent must make a “fully prepaid transaction” clause that prohibits the Hedge Counterparty from terminating the derivatives transactions request under such ISDA Master Agreement due to an “Event of Default” or “Termination Event” with respect to the Reinsurer under the ISDA Master Agreement paragraph (except that, h) above if so required by a Hedge Counterparty, the ISDA Master Agreement may permit . (xl) termination under Section 5(a)(iii) of the ISDA Master Agreement with respect to Neither a failure by Reinsurer to return posted collateral to the Hedge Counterparty and (y) termination under Section 5(b)(i) of nor the ISDA Master Agreement with respect to an illegality with respect to the ISDA Master Agreement Borrowers may terminate or close out any transaction thereunder), then the parties shall promptly enter into a hedge collateral assignment agreement, substantially in the form attached hereto as Exhibit F, together with such changes as are reasonably required by the applicable Hedge Counterparty thereto and consented to by the Cedant and the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) (the “Hedge Collateral Assignment Agreement”), pursuant to which the Reinsurer shall collaterally assign, for the benefit of the Cedant, as additional collateral to secure the Reinsured Liabilities, all of the Reinsurer’s beneficial interest, in to or under the “Hedge Agreements” (as defined in the Hedge Collateral Assignment Agreement) (any such fully paid derivatives, the “Reinsurer Xxxxxx”), including posted collateral, any and all payments, disbursements, distributions, or proceeds therein. The Reinsurer shall deposit (or cause to be deposited) into the OC Account any such payments, disbursements, distributions or proceeds (other than posted collateral) payable transactions in respect of the Reinsurer Xxxxxx. The Reinsurer shall cause each Hedging Agreement (in whole or in part) except: (i) in accordance with paragraphs (h)-(k) above; (ii) on the occurrence of an Illegality, (as such expression is defined in the Hedging Agreement); (iii) in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under paragraph (a)(ii) of Clause 27.20 (Acceleration) or, having served notice under paragraph (a)(iii) of Clause 27.20 (Acceleration), makes a demand; (iv) in the case of any other termination or closing out by a Hedge Counterparty or a Borrower, with the consent of the Facility Agent; or (v) if the Secured Liabilities (other than in respect of the Hedging Agreement) have been irrevocably and unconditionally paid and discharged in full; (m) If a Hedge Counterparty or a Borrower terminates or closes out a transaction in respect of the Hedging Agreement (in whole or in part) in accordance with sub-paragraphs (ii) or (in the case of a Hedge Counterparty only) (iii) of paragraph (l) above, it shall promptly notify the Facility Agent of that termination or close out. (n) If a Hedge Counterparty is entitled to deposit terminate or close out any collateral posted by transaction in respect of the Hedging Agreement under sub-paragraph (iii) of paragraph (l) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent. (o) A Hedge Counterparty may only suspend making payments under a transaction in respect of the Hedging Agreement if a Reinsurer Borrower is in breach of its payment obligations under any transaction in respect of the Hedging Agreement. (p) Each Hedge into Counterparty consents to, and acknowledges notices of, the applicable charging or assigning by way of security by each Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreement to which it is party in favour of the Security Agent. (q) Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under the Hedging Agreement. (r) The Security Agent shall not be liable for the performance of the Borrowers’ obligations under the Hedging Agreement. (s) No Borrower or any Hedge Collateral AccountCounterparty shall assign any of its rights or transfer any of its rights or obligations under the Hedging Agreement or permit a change of Hedge Counterparty Guarantor without the consent of the Security Agent.

Hedging. (a) The Reinsurer shall be responsible for hedging From and including the index risk and other risks associated first Utilisation Date, the Borrower must maintain Hedging Arrangements (on behalf of the Asset Companies) in respect of interest payable under this Agreement in accordance with the Subject Annuitiesthis Clause. (b) From All Hedging Arrangements must be: (i) with a Counterparty or another counterparty acceptable to the Facility Agent; (ii) in form and after substance satisfactory to the date hereofFacility Agent; and (iii) charged or assigned by way of security under the Hedging Assignment. (i) The parties to each Hedging Arrangement must comply with the terms of that Hedging Arrangement. (ii) Neither a Counterparty nor the Borrower may amend or waive the terms of any Hedging Arrangement without the consent of the Facility Agent. (d) Neither a Counterparty nor the Borrower may terminate or close out any Hedging Arrangement (in whole or in part) except: (i) if it becomes illegal for that party to continue to comply with its obligations under that Hedging Arrangement; (ii) if all the Loans and other amounts outstanding under the Finance Documents have been unconditionally and irrevocably paid and discharged in full; (iii) in the case of termination or closing out by a Counterparty, if the Reinsurer intends to acquire any fully paid derivatives for Facility Agent serves notice under Clause 23.19 (Acceleration) or, having served notice under Clause 23.19 (Acceleration), makes a demand; or (iv) in the purpose case of hedging termination or closing out by the index risk associated Borrower, with the Subject Annuities with consent of the Facility Agent. (e) A Counterparty may only suspend making payments under a derivatives counterparty Hedging Arrangement if the Borrower is in breach of its payment obligations under that Hedging Arrangement. (each, a “Hedge Counterparty”f) with respect Each Counterparty acknowledges that the rights of the Borrower under the Hedging Arrangements to which the Reinsurer and the Cedant it is party have not already entered into a Hedge Assignment Agreement, then the Reinsurer shall provide the Cedant with a copy been charged or assigned by way of the applicable “ISDA Master Agreement” (as defined in the Hedge Collateral Assignment Agreement) and, provided that such ISDA Master Agreement permits the Reinsurer to enter into only derivatives transactions thereunder that are fully paid by the Reinsurer and such ISDA Master Agreement includes: (i) a xxxx-to-market, optional termination clause providing for each such derivatives transaction to automatically terminate one (1) Business Day following notice from either Cedant or Reinsurer to the Hedge Counterparty that the Cedant has elected to recapture all of the Reinsured Liabilities in accordance with the terms hereunder, (ii) a “fully prepaid transaction” clause that prohibits the Hedge Counterparty from terminating the derivatives transactions under such ISDA Master Agreement due to an “Event of Default” or “Termination Event” with respect to the Reinsurer security under the ISDA Master Agreement (except that, if required by a Hedge Counterparty, the ISDA Master Agreement may permit (x) termination under Section 5(a)(iii) of the ISDA Master Agreement with respect to a failure by Reinsurer to return posted collateral to the Hedge Counterparty and (y) termination under Section 5(b)(i) of the ISDA Master Agreement with respect to an illegality with respect to the ISDA Master Agreement or any transaction thereunder), then the parties shall promptly enter into a hedge collateral assignment agreement, substantially in the form attached hereto as Exhibit F, together with such changes as are reasonably required by the applicable Hedge Counterparty thereto and consented to by the Cedant and the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) (the “Hedge Collateral Assignment Agreement”), pursuant to which the Reinsurer shall collaterally assign, for the benefit of the Cedant, as additional collateral to secure the Reinsured Liabilities, all of the Reinsurer’s beneficial interest, in to or under the “Hedge Agreements” (as defined in the Hedge Collateral Assignment Agreement) (any such fully paid derivatives, the “Reinsurer Xxxxxx”), including posted collateral, any and all payments, disbursements, distributions, or proceeds therein. The Reinsurer shall deposit (or cause to be deposited) into the OC Account any such payments, disbursements, distributions or proceeds (other than posted collateral) payable in respect of the Reinsurer Xxxxxx. The Reinsurer shall cause each Hedge Counterparty to deposit any collateral posted by such Hedge Counterparty in respect of a Reinsurer Hedge into the applicable Hedge Collateral AccountHedging Assignment.

Hedging. (a) The Reinsurer Borrowers may at their option and the option of the relevant Hedge Counterparties enter into Hedging Agreements and shall be responsible for hedging the index risk and other risks associated after that date maintain such Hedging Agreements in accordance with the Subject Annuitiesthis Clause 8.5 (Hedging). (b) From Each Hedging Agreement shall: (i) be with a Hedge Counterparty and after each Hedge Counterparty shall also be a Lender; (ii) be for a term ending on the date hereof, if the Reinsurer intends to acquire any fully paid derivatives for the purpose of hedging the index risk associated relevant Termination Date; (iii) have settlement dates coinciding with the Subject Annuities with a derivatives counterparty Interest Payment Dates; (each, a “Hedge Counterparty”iv) with respect to which the Reinsurer and the Cedant have not already entered into a Hedge Assignment Agreement, then the Reinsurer shall provide the Cedant with a copy of the applicable “be based on an ISDA Master Agreement” Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the Hedge Collateral Assignment relevant Hedging Agreement) andshall be dollars. (c) The rights of each Borrower under the Hedging Agreements and any Hedge Counterparty Guarantee shall be charged or assigned by way of security under a Hedging Agreement Security. (d) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (e) Neither a Hedge Counterparty nor a Borrower may amend, provided supplement, extend or waive the terms of any Hedging Agreement or Hedge Counterparty Guarantee without the consent of the Security Agent. (f) Paragraph (e) above shall not apply to an amendment, supplement or waiver that such ISDA Master is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement permits or the Reinsurer Hedging Agreement Security. (g) If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Loan at that time, the Borrowers must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to enter into only derivatives the Facility Agent so that it no longer exceeds or will not exceed the Loan then or that will be outstanding. (h) Any reductions in the aggregate notional amount of the transactions thereunder that are fully paid by in respect of the Reinsurer and such ISDA Master Agreement includes: Hedging Agreements in accordance with paragraph (g) above will be apportioned as between those transactions pro rata. (i) Paragraph (g) above shall not apply to any transactions in respect of any Hedging Agreement under which no Borrower has any actual or contingent indebtedness. (j) The Facility Agent must make a xxxx-to-market, optional termination clause providing for each such derivatives transaction to automatically terminate one request under paragraph (1g) Business Day following notice from either Cedant or Reinsurer to the Hedge Counterparty that the Cedant has elected to recapture all of the Reinsured Liabilities in accordance with the terms hereunder, (ii) a “fully prepaid transaction” clause that prohibits the Hedge Counterparty from terminating the derivatives transactions under such ISDA Master Agreement due to an “Event of Default” or “Termination Event” with respect to the Reinsurer under the ISDA Master Agreement (except that, above if so required by a Hedge Counterparty, the ISDA Master Agreement may permit . (xk) termination under Section 5(a)(iii) of the ISDA Master Agreement with respect to Neither a failure by Reinsurer to return posted collateral to the Hedge Counterparty and nor a Borrower may terminate or close out any transactions in respect of any Hedging Agreement (yin whole or in part) termination under Section 5(b)(iexcept: (i) in accordance with paragraphs (g)-(j) above; (ii) on the occurrence of the ISDA Master Agreement with respect to an illegality with respect to the ISDA Master Agreement or any transaction thereunder)Illegality, then the parties shall promptly enter into a hedge collateral assignment agreement, substantially in the form attached hereto as Exhibit F, together with such changes as are reasonably required by the applicable Hedge Counterparty thereto and consented to by the Cedant and the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) (the “Hedge Collateral Assignment Agreement”), pursuant to which the Reinsurer shall collaterally assign, for the benefit of the Cedant, as additional collateral to secure the Reinsured Liabilities, all of the Reinsurer’s beneficial interest, in to or under the “Hedge Agreements” (as such expression is defined in the relevant Hedging Agreement); (iii) in the case of termination or closing out by a Hedge Collateral Assignment AgreementCounterparty, if the Facility Agent serves notice under sub-paragraph (ii) of paragraph (any such fully paid derivativesa) of Clause 26.20 (Acceleration) or, the “Reinsurer Xxxxxx”having served notice under sub-paragraph (iii) of paragraph (a) of Clause 26.20 (Acceleration), including posted collateral, any and all payments, disbursements, distributions, or proceeds therein. The Reinsurer shall deposit makes a demand; (or cause iv) if that Hedge Counterparty ceases to be depositeda Lender or an Affiliate of a Lender pursuant to the terms of this Agreement; (v) into in the OC Account case of any such paymentsother termination or closing out by a Hedge Counterparty or a Borrower, disbursements, distributions or proceeds with the consent of the Facility Agent; or (vi) if the Secured Liabilities (other than posted collateral) payable in respect of the Reinsurer Xxxxxx. The Reinsurer shall cause each Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full; (l) If a Hedge Counterparty to deposit any collateral posted by such Hedge Counterparty or a Borrower terminates or closes out a transaction in respect of a Reinsurer Hedging Agreement (in whole or in part) in accordance with sub-paragraphs (ii) or (in the case of a Hedge into Counterparty only) (iii) of paragraph (k) above, it shall promptly notify the applicable Facility Agent of that termination or close out. (m) If a Hedge Collateral AccountCounterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iii) of paragraph (k) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent. (n) A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if a Borrower is in breach of its payment obligations under any transaction in respect of that Hedging Agreement. (o) Each Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by each Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. (p) Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement. (q) The Security Agent shall not be liable for the performance of any of a Borrower’s obligations under a Hedging Agreement. (r) No Borrower or Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement or permit a change of Hedge Counterparty Guarantor without the consent of the Security Agent

Hedging. (a) The Reinsurer Borrower may request a Hedge Counterparty to enter into Hedging Agreements and shall be responsible for hedging the index risk and other risks associated if such Hedging Agreements are entered into after that date maintain such Hedging Agreements in accordance with the Subject Annuitiesthis Clause 8.5 (Hedging). (b) From and after Each Hedging Agreement shall: (i) be with a Hedge Counterparty; (ii) be for a term ending on or before the date hereof, if the Reinsurer intends to acquire any fully paid derivatives for the purpose of hedging the index risk associated Termination Date; (iii) have settlement dates coinciding with the Subject Annuities with Interest Payment Dates; (iv) be in agreed form; (v) provide for two-way payments in the event of a derivatives counterparty (each, termination of a “Hedge Counterparty”) with transaction in respect to which the Reinsurer and the Cedant have not already entered into of a Hedge Assignment Hedging Agreement, then the Reinsurer shall provide the Cedant with whether on a copy of the applicable “ISDA Master Agreement” Termination Event (as defined in the Hedge Collateral Assignment relevant Hedging Agreement) and, provided that such ISDA Master Agreement permits the Reinsurer to enter into only derivatives transactions thereunder that are fully paid by the Reinsurer and such ISDA Master Agreement includes: (i) a xxxx-to-market, optional termination clause providing for each such derivatives transaction to automatically terminate one (1) Business Day following notice from either Cedant or Reinsurer to the Hedge Counterparty that the Cedant has elected to recapture all of the Reinsured Liabilities in accordance with the terms hereunder, (ii) a “fully prepaid transaction” clause that prohibits the Hedge Counterparty from terminating the derivatives transactions under such ISDA Master Agreement due to on an “Event of Default” or “Termination Event” with respect to the Reinsurer under the ISDA Master Agreement (except that, if required by a Hedge Counterparty, the ISDA Master Agreement may permit (x) termination under Section 5(a)(iii) of the ISDA Master Agreement with respect to a failure by Reinsurer to return posted collateral to the Hedge Counterparty and (y) termination under Section 5(b)(i) of the ISDA Master Agreement with respect to an illegality with respect to the ISDA Master Agreement or any transaction thereunder), then the parties shall promptly enter into a hedge collateral assignment agreement, substantially in the form attached hereto as Exhibit F, together with such changes as are reasonably required by the applicable Hedge Counterparty thereto and consented to by the Cedant and the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) (the “Hedge Collateral Assignment Agreement”), pursuant to which the Reinsurer shall collaterally assign, for the benefit of the Cedant, as additional collateral to secure the Reinsured Liabilities, all of the Reinsurer’s beneficial interest, in to or under the “Hedge Agreements” Default (as defined in the Hedge Collateral Assignment relevant Hedging Agreement); and (vi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (any such fully paid derivativesc) The rights of the Borrower under the Hedging Agreements shall be assigned by way of security under an Assignment of Hedging Agreements. Each Hedge Counterparty consents to, and acknowledges notices of, the “Reinsurer Xxxxxx”)assigning by way of security by the Borrower pursuant to the Assignment of Hedging Agreements of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. Any such assigning by way of security is without prejudice to, including posted collateraland after giving effect to, the operation of any and all payments, disbursements, distributions, payment or proceeds therein. The Reinsurer shall deposit (or cause to be deposited) into the OC Account any such payments, disbursements, distributions or proceeds (other than posted collateral) payable close-out netting in respect of any amounts owing under any Hedging Agreement. (d) The parties to each Hedging Agreement must comply with the Reinsurer Xxxxxx. The Reinsurer shall cause each terms of that Hedging Agreement. (e) Neither a Hedge Counterparty nor the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Facility Agent. (f) Paragraph (e) above shall not apply to deposit an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any collateral posted by such Hedge Counterparty in respect provision of a Reinsurer Hedge into the applicable Hedge Collateral Accountthis Agreement.

Hedging. (a) The Reinsurer Borrower may request a Hedge Counterparty to enter into Hedging Agreements and shall be responsible for hedging the index risk and other risks associated if such Hedging Agreements are entered into after that date maintain such Hedging Agreements in accordance with the Subject Annuities.this Clause 8.5 (Hedging), (b) From and after Each Hedging Agreement shall: (i) be with a Hedge Counterparty; (ii) be for a term ending on or before the date hereof, if the Reinsurer intends to acquire any fully paid derivatives for the purpose of hedging the index risk associated Termination Date; (iii) have settlement dates coinciding with the Subject Annuities with Interest Payment Dates; (iv) be in agreed form; (v) provide for two-way payments in the event of a derivatives counterparty (each, termination of a “Hedge Counterparty”) with transaction in respect to which the Reinsurer and the Cedant have not already entered into of a Hedge Assignment Hedging Agreement, then the Reinsurer shall provide the Cedant with whether on a copy of the applicable “ISDA Master Agreement” Termination Event (as defined in the Hedge Collateral Assignment relevant Hedging Agreement) and, provided that such ISDA Master Agreement permits the Reinsurer to enter into only derivatives transactions thereunder that are fully paid by the Reinsurer and such ISDA Master Agreement includes: (i) a xxxx-to-market, optional termination clause providing for each such derivatives transaction to automatically terminate one (1) Business Day following notice from either Cedant or Reinsurer to the Hedge Counterparty that the Cedant has elected to recapture all of the Reinsured Liabilities in accordance with the terms hereunder, (ii) a “fully prepaid transaction” clause that prohibits the Hedge Counterparty from terminating the derivatives transactions under such ISDA Master Agreement due to on an “Event of Default” or “Termination Event” with respect to the Reinsurer under the ISDA Master Agreement (except that, if required by a Hedge Counterparty, the ISDA Master Agreement may permit (x) termination under Section 5(a)(iii) of the ISDA Master Agreement with respect to a failure by Reinsurer to return posted collateral to the Hedge Counterparty and (y) termination under Section 5(b)(i) of the ISDA Master Agreement with respect to an illegality with respect to the ISDA Master Agreement or any transaction thereunder), then the parties shall promptly enter into a hedge collateral assignment agreement, substantially in the form attached hereto as Exhibit F, together with such changes as are reasonably required by the applicable Hedge Counterparty thereto and consented to by the Cedant and the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) (the “Hedge Collateral Assignment Agreement”), pursuant to which the Reinsurer shall collaterally assign, for the benefit of the Cedant, as additional collateral to secure the Reinsured Liabilities, all of the Reinsurer’s beneficial interest, in to or under the “Hedge Agreements” Default (as defined in the Hedge Collateral Assignment relevant Hedging Agreement); and (vi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (any such fully paid derivativesc) The rights of the Borrower under the Hedging Agreements shall be assigned by way of security under an Assignment of Hedging Agreements. Each Hedge Counterparty consents to, and acknowledges notices of, the “Reinsurer Xxxxxx”)assigning by way of security by the Borrower pursuant to the Assignment of Hedging Agreements of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. Any such assigning by way of security is without prejudice to, including posted collateraland after giving effect to, the operation of any and all payments, disbursements, distributions, payment or proceeds therein. The Reinsurer shall deposit (or cause to be deposited) into the OC Account any such payments, disbursements, distributions or proceeds (other than posted collateral) payable close-out netting in respect of any amounts owing under any Hedging Agreement. (d) The parties to each Hedging Agreement must comply with the Reinsurer Xxxxxx. The Reinsurer shall cause each terms of that Hedging Agreement. (e) Neither a Hedge Counterparty nor the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Facility Agent. (f) Paragraph (e) above shall not apply to deposit an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any collateral posted by such Hedge Counterparty in respect provision of a Reinsurer Hedge into the applicable Hedge Collateral Accountthis Agreement.

Hedging. (a) The Reinsurer With respect to each Purchased Asset that is a Hedge Required Asset, Seller shall enter into one or more one-hundred percent (100%) cash collateralized Interest Rate Protection Agreement(s) at the direction of and in a form reasonably acceptable to Buyer. Seller shall take such actions as Buyer deems necessary to perfect the security interest granted in each Interest Rate Protection Agreement (including any Cleared Swap) pursuant to Section 11.01, and shall assign or pledge to Buyer, which assignment or pledge shall (other than in the case of a Cleared Swap) be responsible consented to in writing by each Hedge Counterparty, all of Seller’s rights (but none of the obligations) in, to and under each Interest Rate Protection Agreement, subject to, in the case of a Cleared Swap, (i) the rights, if any, of the related DCO and FCM and (ii) any limitation on assignment or pledge by Seller required by the DCO or FCM. Each Interest Rate Protection Agreement shall contain provisions acceptable to Buyer for hedging additional credit support in the index risk and event the rating of any Rating Agency assigned to the Hedge Counterparty (other risks associated than an Affiliated Hedge Counterparty) is downgraded or withdrawn, in which event Seller shall ensure that such additional credit support is provided or promptly, subject to the approval of Buyer, enter into new Interest Rate Protection Agreements with respect to the Subject Annuitiesrelated Purchased Assets with a replacement Hedge Counterparty. (b) From Prior to the Purchase Date of the first Purchased Asset that is also a Hedge Required Asset, Seller shall establish the Hedge Account at the Deposit Account Bank. Buyer shall have sole dominion and after control (including, without limitation, “control” within the date hereofmeaning of Section 9-104(a)) of the UCC) over the Hedge Account. Except as expressly set forth in this Section 8.10(b), if Seller shall not have any right to withdraw amounts on deposit in the Reinsurer intends Hedge Account without the prior written consent of Buyer. With respect to acquire any fully paid derivatives for the purpose of hedging the index risk associated with the Subject Annuities with a derivatives counterparty (each, a “Hedge Counterparty”) Interest Rate Protection Agreement entered into with respect to which a Purchased Asset, Seller shall direct, in writing, the Reinsurer related Hedge Counterparty, or in the case of a Cleared Swap, the related FCM, to (i) make payment of all regularly scheduled payments and termination payments payable to Seller and (ii) deliver all collateral, including any variation margin payments, returned by the Cedant have not already entered Hedge Counterparty to Seller with respect to such Interest Rate Protection Agreement into the Hedge Account. Prior to the occurrence of a Default or an Event of Default, Seller may withdraw from the Hedge Assignment AgreementAccount any amounts representing Permitted Withdrawals. With respect to any Other Permitted Withdrawal, then the Reinsurer shall provide the Cedant with a copy of at least two (2) Business Days’ prior to the applicable “ISDA Master Agreement” (as defined withdrawal date, Seller shall deliver to Buyer written notice of its intent to make such Other Permitted Withdrawal which notice, at a minimum, provides evidence that the amounts remaining on deposit in the Hedge Collateral Assignment Agreement) andAccount are at least equal to the aggregate amount of collateral, provided that such ISDA Master Agreement permits the Reinsurer to enter into only derivatives transactions thereunder that are fully paid including any variation margin payments, returned by the Reinsurer related Hedge Counterparties to Seller (and not otherwise re-delivered to such ISDA Master Agreement includes: Hedge Counterparties) that relate to Interest Rate Protection Agreements entered into by Seller with respect to Assets that remain Purchased Assets, and as soon as practicable thereafter any documentation related thereto reasonably requested by Buyer. Buyer shall have two (i2) a xxxx-to-marketBusiness Days, optional termination clause providing for each from the later of (x) receipt of such derivatives transaction notice or (y) receipt of any related documentation requested by Buyer, to automatically terminate one notify Seller that, in Buyer’s reasonable discretion, it has determined that the withdrawal is not an Other Permitted Withdrawal. In such event, Seller shall not be permitted to make such Other Permitted Withdrawal. If Buyer does not object to such Other Permitted Withdrawal within such two (12) Business Day following notice period, Seller shall be permitted to withdraw from either Cedant or Reinsurer the Hedge Account any amounts representing the Other Permitted Withdrawal set forth in Seller’s previously delivered notice. Notwithstanding anything set forth in this Section 8.10(b) to the Hedge Counterparty that the Cedant has elected contrary, all rights of Seller to recapture all of the Reinsured Liabilities withdraw amounts on deposit in accordance with the terms hereunder, (ii) a “fully prepaid transaction” clause that prohibits the Hedge Counterparty from terminating Account without Buyer’s prior written consent shall terminate upon the derivatives transactions under such ISDA Master Agreement due to occurrence of a Default or an “Event of Default” or “Termination Event” Default hereunder. Any withdrawal from the Hedge Account not in compliance with respect this Section 8.10(b) shall result in an Event of Default hereunder. (c) For the avoidance of doubt, to the Reinsurer under extent amounts on deposit in the ISDA Master Agreement (except that, if required Hedge Account are not sufficient to satisfy collateral posting obligations owed by Seller to a Hedge Counterparty, Seller shall satisfy such obligations from amounts available to Seller from a source other than either the ISDA Master Agreement may permit Servicer Account or the Waterfall Account. (xd) termination under Section 5(a)(iiiFollowing the occurrence of an Event of Default, Buyer shall have the right to apply all amounts on deposit in the Hedge Account to the outstanding Repurchase Obligations in such order and manner as Buyer determines in its discretion. (e) Promptly upon receipt, Seller shall deliver to Buyer a copy of the ISDA Master Agreement each “daily statement” report from each applicable Hedge Counterparty and such other information reasonably requested by Buyer with respect to a failure by Reinsurer amounts required to return posted collateral to the Hedge Counterparty and (y) termination under Section 5(b)(i) of the ISDA Master Agreement with respect to an illegality with respect to the ISDA Master Agreement or any transaction thereunder), then the parties shall promptly enter into a hedge collateral assignment agreement, substantially in the form attached hereto as Exhibit F, together with such changes as are reasonably required by the applicable Hedge Counterparty thereto and consented to by the Cedant and the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) (the “Hedge Collateral Assignment Agreement”), pursuant to which the Reinsurer shall collaterally assign, for the benefit of the Cedant, as additional collateral to secure the Reinsured Liabilities, all of the Reinsurer’s beneficial interest, in to or under the “Hedge Agreements” (as defined on deposit in the Hedge Collateral Assignment Agreement) (any such fully paid derivatives, the “Reinsurer Xxxxxx”), including posted collateral, any and all payments, disbursements, distributions, or proceeds therein. The Reinsurer shall deposit (or cause to be deposited) into the OC Account any such payments, disbursements, distributions or proceeds (other than posted collateral) payable in respect of the Reinsurer Xxxxxx. The Reinsurer shall cause each Hedge Counterparty to deposit any collateral posted by such Hedge Counterparty in respect of a Reinsurer Hedge into the applicable Hedge Collateral Account.

Hedging. (a) The Reinsurer shall be responsible for hedging From and including the index risk and other risks associated first Utilisation Date the Company must maintain Hedging Agreements in relation to the B Loan in accordance with the Subject Annuitiesthis Clause at all times. (b) From All Hedging Agreements must be: (i) with a Hedge Counterparty and after that Hedge Counterparty, or a person acceptable to the date hereofFacility Agent that has unconditionally guaranteed the obligations of that Hedge Counterparty under the Hedging Arrangements in form and substance satisfactory to the Facility Agent (acting reasonably), must have a Requisite Rating (or, in the case of a Rating Event Replacement Counterparty or where a guarantee has been provided as a result of the occurrence of a Rating Event, such other rating as is approved by the Facility Agent); (ii) in form and substance satisfactory to the Facility Agent; (iii) in a notional principal amount at least equal to 100 per cent, of the amount of the B Loan; and (iv) charged or assigned by way of security under a Security Agreement. (c) If, at any time, the notional principal amount of the Hedging Agreements exceeds 100 per cent. of the amount of the B Loan at that time, the Company must, at the request of the Facility Agent, promptly reduce the notional principal amount of the Hedging Agreements by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds the amount of the B Loan then outstanding. (d) The Company shall, subject to agreement with the relevant Hedge Counterparty, be entitled to terminate Hedging Arrangements provided that the Company has (if required) entered into substitute Hedging Arrangements which comply with this Clause. (i) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (ii) Neither a Hedge Counterparty nor the Company may amend or waive the terms of any Hedging Agreement without the consent of the Facility Agent. (f) Neither a Hedge Counterparty nor the Company may terminate or close out any Hedging Agreement (in whole or in part) except: (i) in accordance with paragraph (c) or (d) above; (ii) if it becomes illegal for that party to continue to comply with its obligations under that Hedging Agreement; (iii) if the Reinsurer intends B Loan and all other amounts outstanding under the Finance Documents in relation to acquire any fully the B Loan (other than the Hedging Agreements) have been unconditionally and irrevocably paid derivatives for and discharged in full; (iv) in the purpose case of hedging the index risk associated with the Subject Annuities with termination or closing out by a derivatives counterparty (each, a “Hedge Counterparty”: (A) with respect if the Facility Agent serves notice under Clause 19.18 (Acceleration) or, having served notice under Clause 19.18 (Acceleration), makes a demand; or (B) on the occurrence of a Failure to which the Reinsurer and the Cedant have not already entered into a Hedge Assignment Agreement, then the Reinsurer shall provide the Cedant with a copy Pay Event of the applicable “ISDA Master Agreement” Default (as defined in the Hedge Collateral Assignment Agreement) and, provided that such ISDA Master Agreement permits the Reinsurer to enter into only derivatives transactions thereunder that are fully paid by the Reinsurer and such ISDA Master Agreement includes: (i) a xxxx-to-market, optional termination clause providing for each such derivatives transaction to automatically terminate one (1) Business Day following notice from either Cedant or Reinsurer to the Hedge Counterparty that the Cedant has elected to recapture all of the Reinsured Liabilities in accordance with the terms hereunder, (ii) a “fully prepaid transaction” clause that prohibits the Hedge Counterparty from terminating the derivatives transactions under such ISDA Master Agreement due to an “Event of Default” or “Termination Event” with respect to the Reinsurer under the 1992 ISDA Master Agreement (Multicurrency-Cross Border)) in respect of the Company; or (C) on the occurrence of a Bankruptcy Event of Default (as defined in Clause 5(a)(vii)(1)(3), (4) or (8) (except thatto the extent analogous to Section 5(a)(vii)(2), if required by a Hedge Counterparty(5), (6) or (7)) of the 1992 ISDA Master Agreement may permit (xMulticurrency-Cross Border)) termination under Section 5(a)(iii) in respect of the ISDA Master Agreement with respect to Company; or (D) on the occurrence of a failure by Reinsurer to return posted collateral to the Hedge Counterparty and (y) termination under Section 5(b)(i) of the ISDA Master Agreement with respect to an illegality with respect to the ISDA Master Agreement or any transaction thereunder), then the parties shall promptly enter into a hedge collateral assignment agreement, substantially in the form attached hereto as Exhibit F, together with such changes as are reasonably required by the applicable Hedge Counterparty thereto and consented to by the Cedant and the Reinsurer (which consent shall not be unreasonably withheld, conditioned or delayed) (the “Hedge Collateral Assignment Agreement”), pursuant to which the Reinsurer shall collaterally assign, for the benefit of the Cedant, as additional collateral to secure the Reinsured Liabilities, all of the Reinsurer’s beneficial interest, in to or under the “Hedge Agreements” Termination Event (as defined in the 1992 ISDA Master Agreement (Multicurrency-Cross Border)); or (v) in the case of termination or closing out by the Company: (A) with the consent of the Facility Agent (and where the new Hedge Collateral Assignment AgreementCounterparty accedes to the Intercreditor Deed); or (B) as a result of a Rating Event occurring with respect to a Hedge Counterparty failing to comply with the provisions of the relevant Hedging Arrangement regarding Rating Events. (any such fully paid derivativesg) In the case of termination or closing out by the Company pursuant to paragraph (f)(v)(B) above, the “Reinsurer Xxxxxx”Company must enter into substitute Hedging Agreements which comply with this Clause within 30 days of the relevant termination unless a Rating Agency has confirmed that not to do so will not result in a downgrade to the then current ratings of the notes issued pursuant to the Securitisation. The Company must use all reasonable endeavours to ensure that the new Hedge Counterparty accedes to the Intercreditor Deed. (h) A Hedge Counterparty may not suspend making payments under a Hedging Agreement on the occurrence of a Potential Event of Default (as defined in the 1992 ISDA Master Agreement (Multicurrency Cross Border), including posted collateral, any ). (i) A Hedge Counterparty may only suspend making payments under a Hedging Agreement if the Company is in breach of its payment obligations under that Hedging Agreement. (j) Each Hedge Counterparty acknowledges that the rights of the Company under the Hedging Agreements to which it is party have been charged or assigned by way of security under a Security Agreement and all payments, disbursements, distributionsthat payments due to the Hedge Counterparty are governed by the terms of both this Agreement and the Intercreditor Deed (as applicable). (i) Each Hedge Counterparty must promptly notify the Facility Agent upon becoming aware in the context of this Clause that a Rating Event has occurred in relation to it, or proceeds therein. any person that has unconditionally guaranteed its obligations under the relevant Hedging Arrangement. (ii) If a Rating Event has occurred in relation to a Hedge Counterparty, or any person that has unconditionally guaranteed the obligations of a Hedge Counterparty under the relevant Hedging Arrangement, the Hedge Counterparty must comply with its obligations in that regard under that Hedging Arrangement. (iii) A Hedge Counterparty shall immediately on demand pay all reasonable costs and expenses (including legal fees) incurred by the Company and the Facility Agent as a result of the occurrence of a Rating Event with respect to such Hedge Counterparty and the operation of this subparagraph (i). (l) The Reinsurer shall deposit Company and a Hedge Counterparty may, after prior consultation with the Facility Agent, agree to the transfer by the Hedge Counterparty of all or a portion of its rights and obligations under a Hedging Arrangement to another Hedge Counterparty provided that the Company will at all times be in compliance with this Clause and provided that the new Hedge Counterparty accedes to the Intercreditor Deed. (or cause m) A failure on the part of a Hedge Counterparty to be deposited) into comply with its obligations under this Clause will not affect the OC Account any such payments, disbursements, distributions or proceeds obligations of the Company under the Finance Documents (other than posted collateral) payable in respect of under the Reinsurer Xxxxxx. The Reinsurer shall cause each Hedge Agreement with that Hedge Counterparty to deposit any collateral posted by such the extent applicable as a result of the non-compliance). (n) No Hedge Counterparty in respect of may be appointed unless it has first become a Reinsurer Hedge into party to the applicable Hedge Collateral AccountIntercreditor Deed.