Common use of Hedging Clause in Contracts

Hedging. (a) The Borrowers may, at any time during the Security Period, enter into Hedging Agreements and, from the date of entering into such Hedging Agreements, shall 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 terms 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) 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 each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (d) The rights of a Borrower under any Hedging Agreement shall be charged or assigned by way of security under a Hedging Agreement Assignment. (e) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (f) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement 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 Assignment.

Hedging. (a) The Borrowers mayReinsurer shall be responsible for hedging the index risk and other risks associated with the Subject Annuities. (b) From and after the date hereof, at if the Reinsurer intends to acquire any time during fully paid derivatives for the Security Periodpurpose 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 Hedging Agreements andonly 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 date of entering into such Hedging Agreements, shall 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 that the Cedant has elected to terminate a Hedging Agreement recapture all of the Reinsured Liabilities in accordance with the terms thereof and it being specified 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 is Counterparty, the ISDA Master Agreement may permit (x) termination under no obligation to enter into any Hedging Section 5(a)(iii) of the ISDA Master Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu respect to a failure by the Security Reinsurer to be granted return posted collateral to the Security Agent pursuant to this Agreement. (b) 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 each Hedge Counterparty shall, on (y) termination under Section 5(b)(i) of the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory with respect to an illegality with respect to the Facility Agent; and 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 (vwhich consent shall not be unreasonably withheld, conditioned or delayed) provide that (the Termination Currency “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 relevant Hedging 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 dollars. deposited) into the OC Account any such payments, disbursements, distributions or proceeds (dother than posted collateral) payable in respect of the Reinsurer Xxxxxx. The rights Reinsurer shall cause each Hedge Counterparty to deposit any collateral posted by such Hedge Counterparty in respect of a Borrower under any Hedging Agreement shall be charged or assigned by way of security under a Hedging Agreement AssignmentReinsurer Hedge into the applicable Hedge Collateral Account. (e) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (f) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement 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 Assignment.

Hedging. (a) The Borrowers may, at any time during the Security Period, may enter into Hedging Agreements and, from the and shall after that date of entering into such Hedging Agreements, shall 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 terms 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) 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 each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, shall also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than on or before the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based in agreed form; (v) provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an ISDA Master Agreement and otherwise Event of Default (as defined in form and substance satisfactory to the Facility Agentrelevant Hedging Agreement); and (vvi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a each Borrower under any the Hedging Agreement Agreements shall be charged or assigned by way of security under a Hedging Agreement Assignment. (ed) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Facility Agent. (gf) Paragraph (fe) 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 Agreement. (g) If, at any time, the aggregate notional principal 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 100 per cent. 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 Counterparties so that it no longer exceeds or will not exceed 100 per cent. of the Loan then or that will be outstanding. (h) Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (g) above will be apportioned as between those transactions pro rata. (i) Subject to paragraph (l) below, neither a Hedge Counterparty nor a Borrower may terminate or close out any transactions in respect of any Hedging Agreement Assignment(in whole or in part) except: (i) in accordance with paragraph (g) above ; (ii) on the occurrence of an Illegality, (as such expression is defined in the relevant Hedging Agreement); (iii) in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent makes a demand for repayment of the Loan but irrespective as to whether such payment is made pursuant to that 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 Agreements) have been irrevocably and unconditionally paid and discharged in full; (j) If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under paragraph (i)(iii) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent. (k) 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. (l) Each Hedge Counterparty consents to, and acknowledges notices of, the assigning by way of security by each Borrower pursuant to the relevant Hedging Agreement Assignment of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. (m) Any such 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. (n) The Security Agent shall not be liable for the performance of any of a Borrower’s obligations under a Hedging Agreement.

Hedging. (a) The Borrowers may, at any time during the Security Period, Borrower may request a Hedge Counterparty to enter into Hedging Agreements and, from the date of entering into and shall if such Hedging Agreements, shall thereafter Agreements are entered into after that date 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 terms 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) 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 each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a LenderCounterparty; (ii) be for a term ending no later than on or before the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based in agreed form; (v) provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an ISDA Master Agreement and otherwise Event of Default (as defined in form and substance satisfactory to the Facility Agentrelevant Hedging Agreement); and (vvi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a the Borrower under any the Hedging Agreement Agreements shall be charged or assigned by way of security under a an Assignment of Hedging Agreement AssignmentAgreements. Each Hedge Counterparty consents to, and acknowledges notices of, the 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, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement. (ed) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Facility Agent. (gf) Paragraph (fe) 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 AssignmentAgreement.

Hedging. (a) The Borrowers may, at any time during the Security Period, A Borrower may enter into Hedging Agreements and, from the and shall after that date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements in accordance with paragraph (a) of this Clause 8.5 9.6 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms 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) 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 each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, shall also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an a 2002 ISDA Master Agreement in agreed form and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a Borrower under any Hedging Agreement shall be charged or assigned by way of security under a Hedging Agreement AssignmentSecurity. (ed) The parties to each the Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a Borrower the Borrowers may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Agent. (gf) Paragraph (fe) 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 AssignmentSecurity. (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 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 in respect of the 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 the Borrowers have any actual or contingent indebtedness. (j) The Facility Agent must make a request under paragraph (g) above if so required by a Hedge Counterparty. (k) Neither a Hedge Counterparty nor the Borrowers may terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) except: (i) in accordance with paragraphs (g) – (i) above; (ii) on the occurrence of an Illegality or the Force Majeure, (as such expression is defined in the relevant Hedging Agreement); (iii) in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under sub-paragraph (i) of paragraph (a) of Clause 29.19 (Acceleration) or, having served notice under sub-paragraph (ii) of paragraph (a) of Clause 29.19 (Acceleration), makes a demand; (iv) in the case of any other termination or closing out by a Hedge Counterparty or the Borrowers, with the consent of the Facility Agent; (v) if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full; (vi) if a Lender ceases to be a Lender under this Agreement; (vii) on the occurrence of any of the events set out in Clause 29.2 (Non-payment) or 29.7 (Insolvency); or (viii) on the occurrence of a Tax Event or a Tax Event upon Merger (as such expressions are defined in the relevant Hedging Agreement). (l) If a Hedge Counterparty or a Borrower terminates or closes out a transaction in respect of a 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 (k) above, it shall promptly notify the Facility Agent of that termination or close out. (m) If a Hedge Counterparty 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) The Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if the Borrower which is a party to such Hedging Agreement is in breach of its payment obligations under any transaction in respect of that Hedging Agreement. (o) The 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 Borrowers' obligations under a Hedging Agreement. (r) Neither the Borrowers nor any Hedge Counterparty shall assign any of their rights or transfer any of their rights or obligations under a Hedging Agreement without the consent of the Security Agent.

Hedging. (a) The Borrowers may, at any time during From and including the Security Period, enter into first Utilisation Date the Company must maintain Hedging Agreements and, from in relation to the date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements B Loan 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 terms 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 Agreementat all times. (b) The aggregate notional amount of the transactions in respect of the All Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shallmust be: (i) be with a Hedge Counterparty and each that Hedge Counterparty, or a person acceptable to the Facility Agent that has unconditionally guaranteed the obligations of that Hedge Counterparty shall, on the date on which under the Hedging Agreement is entered intoArrangements in form and substance satisfactory to the Facility Agent (acting reasonably), also be must have a Lender or an Affiliate Requisite Rating (or, in the case of a LenderRating 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) be for a term ending no later than the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise 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 (viv) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (d) The rights of a Borrower under any Hedging Agreement shall be charged or assigned by way of security under a Hedging Agreement AssignmentSecurity Agreement. (ec) 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. (fii) Neither a Hedge Counterparty nor a Borrower the Company may amend, supplement, extend amend or waive the terms of any Hedging Agreement without the consent of the Security 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 B Loan and all other amounts outstanding under the Finance Documents in relation to the B Loan (other than the Hedging Agreements) have been unconditionally and irrevocably paid and discharged in full; (iv) in the case of termination or closing out by a Hedge Counterparty: (A) 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 Pay Event of Default (as defined in 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 to the extent analogous to Section 5(a)(vii)(2), (5), (6) or (7)) of the 1992 ISDA Master Agreement (Multicurrency-Cross Border)) in respect of the Company; or (D) on the occurrence of a 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 Counterparty 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. (g) Paragraph In the case of termination or closing out by the Company pursuant to paragraph (ff)(v)(B) above shall above, the 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 apply to an amendmentdo 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)). (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 that 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, supplement or waiver any person that is administrative and mechanical has unconditionally guaranteed its obligations under the relevant Hedging Arrangement. (ii) If a Rating Event has occurred in nature and does not give rise relation to a conflict 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 any provision 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 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. (m) A failure on the part of a Hedge Counterparty to comply with its obligations under this Clause will not affect the obligations of the Company under the Finance Documents (other than under the Hedge Agreement or with that Hedge Counterparty to the Hedging Agreement Assignmentextent applicable as a result of the non-compliance). (n) No Hedge Counterparty may be appointed unless it has first become a party to the Intercreditor Deed.

Hedging. (a) The Borrowers mayWith 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 time during Cleared Swap) pursuant to Section 11.01, and shall assign or pledge to Buyer, which assignment or pledge shall (other than in the Security Periodcase of a Cleared Swap) be 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 additional credit support in the event the rating of any Rating Agency assigned to the Hedge Counterparty (other 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 Hedging new Interest Rate Protection Agreements andwith respect to the related Purchased Assets with a replacement Hedge Counterparty. (b) 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 control (including, without limitation, “control” within the meaning of Section 9-104(a)) of the UCC) over the Hedge Account. Except as expressly set forth in this Section 8.10(b), Seller shall not have any right to withdraw amounts on deposit in the Hedge Account without the prior written consent of Buyer. With respect to any Interest Rate Protection Agreement entered into with respect to a Purchased Asset, Seller shall direct, in writing, the 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 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 Account any amounts representing Permitted Withdrawals. With respect to any Other Permitted Withdrawal, at least two (2) Business Days’ prior to the applicable 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 Account are at least equal to the aggregate amount of collateral, including any variation margin payments, returned by the related Hedge Counterparties to Seller (and not otherwise re-delivered to such 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 (2) Business Days, from the date later of entering into (x) receipt of such Hedging Agreementsnotice or (y) receipt of any related documentation requested by Buyer, to 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 thereafter maintain not be permitted to make such Hedging Agreements Other Permitted Withdrawal. If Buyer does not object to such Other Permitted Withdrawal within such two (2) Business Day period, Seller shall be permitted to withdraw from the Hedge Account any amounts representing the Other Permitted Withdrawal set forth in accordance Seller’s previously delivered notice. Notwithstanding anything set forth in this Section 8.10(b) to the contrary, all rights of Seller to withdraw amounts on deposit in the Hedge Account without Buyer’s prior written consent shall terminate upon the occurrence of a Default or an Event of Default hereunder. Any withdrawal from the Hedge Account not in compliance with this Clause 8.5 Section 8.10(b) shall result in an Event of Default hereunder. (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. c) 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 extent amounts on deposit in the Hedge Account are not sufficient to this Agreement. (b) 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 satisfy collateral posting obligations owed by Seller to a Hedge Counterparty and each Hedge Counterparty shallCounterparty, on Seller shall satisfy such obligations from amounts available to Seller from a source other than either the date on which Servicer Account or the Hedging Agreement is entered into, also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollarsWaterfall Account. (d) The rights Following the occurrence of a Borrower under any Hedging Agreement an Event of Default, Buyer shall be charged or assigned by way of security under a Hedging Agreement Assignmenthave 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) The parties Promptly upon receipt, Seller shall deliver to Buyer a copy of each Hedging Agreement must comply with the terms of that Hedging Agreement. (f) Neither a “daily statement” report from each applicable Hedge Counterparty nor a Borrower may amend, supplement, extend or waive and such other information reasonably requested by Buyer with respect to amounts required to be on deposit in the terms of any Hedging Agreement without the consent of the Security AgentHedge Account. (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 Assignment.

Hedging. (a) The Borrowers may, at any time during shall have the Security Period, option to enter into a Hedging Agreements and, from the Agreement and shall after that date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements Agreement 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 terms 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) The aggregate notional amount of the transactions in respect of the Hedging Agreements Agreement shall not exceed the aggregate principal be at least such amount of the LoanLoan to be agreed between the Borrowers and the other Parties to this Agreement at the time of entering into any Hedging Agreement. (c) Each The Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, shall also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (d) The rights of a each Borrower under any the Hedging Agreement and any Hedge Counterparty Guarantee shall be charged or assigned by way of security under a the Hedging Agreement AssignmentSecurity. (e) The parties to each the Hedging Agreement must comply with the terms of that the Hedging Agreement. (f) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any 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 AssignmentSecurity. (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 amount to be agreed between the Borrowers and the other Parties to this Agreement at the 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 the Facility Agent so that it no longer exceeds or will not exceed the above agreed percentage of the Loan then or that will be outstanding. (i) Any reductions in the aggregate notional amount of the 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 Hedging Agreement under which no Borrower has any actual or contingent indebtedness. (k) The Facility Agent must make a request under paragraph (h) above if so required by a Hedge Counterparty. (l) Neither a Hedge Counterparty nor the Borrowers may terminate or close out any transactions in respect of the 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 terminate or close out any 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 Borrower is in breach of its payment obligations under any transaction in respect of the Hedging Agreement. (p) 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 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 Counterparty 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 Borrowers mayFrom and including the first Utilisation Date, at any time during the Security Period, enter into Borrower must maintain Hedging Agreements and, from Arrangements (on behalf of the date Asset Companies) in respect of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements interest payable under this Agreement 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 terms 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 AgreementClause. (b) The aggregate notional amount of the transactions in respect of the All Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shallArrangements must be: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on or another counterparty acceptable to the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a LenderFacility Agent; (ii) be for a term ending no later than the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (viii) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (d) The rights of a Borrower under any Hedging Agreement shall be charged or assigned by way of security under a the Hedging Agreement Assignment. (ei) The parties to each Hedging Agreement Arrangement must comply with the terms of that Hedging AgreementArrangement. (fii) Neither a Hedge Counterparty nor a the Borrower may amend, supplement, extend amend or waive the terms of any Hedging Agreement Arrangement without the consent of the Security Facility Agent. (gd) Paragraph 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 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 case of termination or closing out by the Borrower, with the consent of the Facility Agent. (e) A Counterparty may only suspend making payments under a Hedging Arrangement if the Borrower is in breach of its payment obligations under that Hedging Arrangement. (f) above shall not apply to an amendment, supplement or waiver Each Counterparty acknowledges that is administrative and mechanical in nature and does not give rise to a conflict with any provision the rights of this Agreement or the Borrower under the Hedging Agreement Arrangements to which it is party have been charged or assigned by way of security under the Hedging Assignment.

Hedging. (a) The Borrowers may, at any time during the Security Period, Borrower may request a Hedge Counterparty to enter into Hedging Agreements and, from the date of entering into and shall if such Hedging Agreements, shall thereafter Agreements are entered into after that date 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 terms 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) 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 each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a LenderCounterparty; (ii) be for a term ending no later than on or before the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based in agreed form; (v) provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an ISDA Master Agreement and otherwise Event of Default (as defined in form and substance satisfactory to the Facility Agentrelevant Hedging Agreement); and (vvi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a the Borrower under any the Hedging Agreement Agreements shall be charged or assigned by way of security under a an Assignment of Hedging Agreement AssignmentAgreements. Each Hedge Counterparty consents to, and acknowledges notices of, the 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, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement. (ed) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Facility Agent. (gf) Paragraph (fe) 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 AssignmentAgreement.