Common use of Interest Rate Xxxxxx Clause in Contracts

Interest Rate Xxxxxx. (a) On or before the 30th day following the Effective Date, and each Funding Date thereafter, the Servicer shall, at the expense of the Borrower, arrange for the Borrower to enter into one or more Hedge Transactions satisfying the requirements of this Section 2.06. Each Hedge Transaction shall (i) have a scheduled amortizing notional amount which, when combined with all other Hedge Transactions then in effect, satisfies the Hedge Notional Amount Requirement, (ii) to the satisfaction of the Agent, be sufficient to hedge the interest rate risk associated with funding fixed rate Medallion Loans with floating rate Advances hereunder and (iii) incorporate such other terms as the Agent may reasonably direct in consultation with the Servicer. (b) If on any Settlement Date after the 30th day following the Effective Date the actual aggregate notional amount of all Hedge Transactions is not equal to the Hedge Notional Amount Requirement, the Servicer shall, at the request of the Agent, arrange for the Borrower to enter into an additional Hedge Transaction or terminate an existing Hedge Transaction in whole or in part, as necessary in order to ensure that the actual aggregate notional amount of all Hedge Transactions after giving effect to such addition or termination is equal to the Hedge Notional Amount Requirement as re-calculated by the Agent on such date. Each additional Hedge Transaction entered into by the Borrower pursuant to this Section 2.06(b) must satisfy the conditions set forth in Section 2.06(a) above. (c) On each date that a repayment of the principal amount of the Advances is made hereunder (other than with regularly scheduled payments of principal on the Loans), the aggregate notional amounts of the Hedge Transactions shall, at the request of the Agent, be reduced such that, after giving effect to such reduction, the aggregate notional amount of all Hedge Transactions, after giving effect to such addition or termination is equal to the Hedge Notional Amount Requirement as re-calculated by the Agent on such date. (d) In the event that a termination payment is paid by the Hedge Counterparty to the Borrower, that termination payment shall either be paid directly to the replacement counterparty who is entering into the replacement Hedge Transaction or deposited into the Collection Account and applied as Available Funds on the next Settlement Date. (e) The Borrower shall not enter into any Hedge Transaction, and the Servicer will not arrange for the Borrower to enter into any Hedge Transaction unless (i) the Hedge Counterparty thereunder is, at the time such Hedge Transaction is entered into by the Borrower, an Eligible Hedge Counterparty and (ii) the Agent has reviewed and approved the form and substance of the Hedge Agreement governing such Hedge Transaction.

Interest Rate Xxxxxx. (a) On The Subservicer shall, at the expense of the Borrower, take such actions on behalf of the Borrower as are necessary in order to hedge the Loans owned by the Borrower against any interest rate risk, such that the interest payable to the Borrower on the Loans (after taking into account all hedging arrangements implemented by the Subservicer) will be sufficient to make complete and timely payments of Interest and Facility Fees. The Subservicer shall have no obligation to arrange for the Borrower to enter into any Hedge Transaction unless a Hedge Trigger Event has occurred and is continuing, but the Subservicer will be liable to the Indemnified Parties hereunder in the event it is determined at any time that the interest payable to the Borrower on the Loans is not sufficient to make complete and timely payments of Interest, Facility Fees and other Obligations of the Borrower under the Transaction Documents (except to the extent such insufficiency is due to a failure to pay by, or before an Insolvency Event to occur with respect to, any Obligor). In the 30th day event any such insufficiency arises (the amount and existence of which shall be determined by the Agent, which determination shall be conclusive and binding absent manifest error), the Subservicer shall deposit into the Collection Account the amount of such insufficiency within one Business Day of the Agent’s demand therefor. (b) Within five Business Days following the Effective Dateoccurrence of a Hedge Trigger Event relating to either the Existing Loans or the Additional Loans, and on each Funding Borrowing Date thereafterthereafter so long as such Hedge Trigger Event is continuing, the Servicer shallSubservicer will, at the expense of the Borrower, arrange for the Borrower to enter into one or more Hedge Transactions satisfying the requirements of this Section 2.062.06(b). Each Hedge Transaction shall (i) have a scheduled amortizing notional amount which, when combined with all other Hedge Transactions then in effecteffect relating to the Existing Loans or the Additional Loans (as applicable), satisfies the related Hedge Notional Amount RequirementRequirement for such Loans, (ii) provide that the payments to be made by the satisfaction Hedge Counterparty thereunder will be based on a one-month London interbank offered rate selected by the Subservicer and approved in writing by the Agent (or such other rate as the Subservicer may select with the prior written consent of the Agent), (iii) provide that the payments required to be sufficient made by the Borrower thereunder (if any) will be based on either (A) in the case of a Hedge Transaction relating to hedge the interest rate risk associated Existing Loans, a Swap Rate, as selected by the Agent in consultation with funding fixed rate Medallion Loans with floating rate Advances hereunder the Subservicer and (iiiB) in the case of a Hedge Transaction relating to the Additional Loans, a bank “prime rate” selected by the Subservicer and approved in writing by the Agent (or such other rate as the Subservicer may select with the prior written consent of the Agent) and (iv) incorporate such other terms as the Agent may reasonably direct in consultation with the ServicerSubservicer. (bc) If on any Settlement Payment Date after the 30th day following the Effective Date occurrence and during the continuation of a Hedge Trigger Event the actual aggregate notional amount of all Hedge Transactions relating to the Existing Loans or the Additional Loans, as applicable, is not equal to the applicable Hedge Notional Amount Requirement, the Servicer Subservicer shall, at the request of the Agent, arrange for the Borrower to enter into an additional Hedge Transaction or terminate an existing Hedge Transaction in whole or in part, as necessary in order to ensure that the actual aggregate notional amount of all Hedge Transactions relating to such Loans after giving effect to such addition or termination is equal to the Hedge Notional Amount Requirement for such Loans as re-calculated by the Agent on such date. Each additional Hedge Transaction entered into by the Borrower pursuant to this Section 2.06(b2.06(c) must satisfy the conditions set forth in Section 2.06(a2.06(b) above. (cd) On each date that a repayment of the principal amount of the Advances is made hereunder (other than with regularly scheduled payments of principal on the Loans), the aggregate notional amounts of the Hedge Transactions shall, at the request of the Agent, be reduced such that, after giving effect to such reduction, the aggregate notional amount of all Hedge TransactionsTransactions relating to the Existing Loans and the Additional Loans, respectively, after giving effect to such addition or termination is equal to the Hedge Notional Amount Requirement for such Loans as re-calculated by the Agent on such date. (de) In the event that a termination payment is paid by the Hedge Counterparty to the Borrower, that termination payment shall either be paid directly to the replacement counterparty who is entering into the replacement Hedge Transaction or deposited into the Collection Account and applied as Available Funds on the next Settlement Payment Date. (ef) The Borrower shall not enter into any Hedge Transaction, and the Servicer Subservicer will not arrange for the Borrower to enter into any Hedge Transaction unless (i) the Hedge Counterparty thereunder is, at the time such Hedge Transaction is entered into by the Borrower, an Eligible Hedge Counterparty and (ii) the Agent has reviewed and approved the form and substance content of the Hedge Agreement governing such Hedge Transaction.

Interest Rate Xxxxxx. (a) On or before the 30th day following the Effective Date, and each Funding Date thereafter, the Servicer The Borrower shall, at all times beginning thirty (30) days after an Interest Rate Hedge Trigger Event occurs and until the expense first Business Day after any period of the Borrowersixty (60) consecutive days on which one month LIBOR is less than 2.50%, arrange for the Borrower to enter into maintain in full force and effect one or more Hedge Transactions satisfying the requirements of this Section 2.06. Each Hedge Transaction shall (i) have a scheduled amortizing notional amount Eligible Interest Rate Xxxxxx which, when combined with all other Hedge Transactions then in effect, satisfies the Hedge Notional Amount Requirement, (ii) to the satisfaction of the Agent, be sufficient to hedge the interest rate risk associated with funding fixed rate Medallion Loans with floating rate Advances hereunder and (iii) incorporate such other terms as the Agent may reasonably direct in consultation together with the Servicer. (b) If on any Settlement Date after the 30th day following the Effective Date the actual aggregate notional amount of all Hedge Transactions is not equal to the Hedge Notional Amount Requirementsuch Eligible Interest Rate Xxxxxx, the Servicer shallwhen taken together, at all times satisfy the request requirements contained in the definition of Required Aggregate Notional Principal Amount, and shall comply with the terms thereof; provided, that: (i) if any interest rate hedge provider party to an Interest Rate Hedge ceases to satisfy the requirements set forth in the definition of “Eligible Interest Rate Hedge Provider,” the Borrower shall within thirty (30) days (x) cause such Person to assign its obligations under the related Interest Rate Hedge to a new Eligible Interest Rate Hedge Provider (or such person shall have thirty (30) days to again satisfy the requirements set forth in the definition of “Eligible Interest Rate Hedge Provider”) or (y) obtain a substitute Eligible Interest Rate Hedge, including the related Eligible Interest Rate Hedge Provider’s acknowledgment of the Agent, arrange for collateral assignment by the Borrower to enter into the Administrative Agent of such Eligible Interest Rate Hedge; (ii) if any provider of an additional Interest Rate Hedge Transaction fails to make a payment when due under the applicable Interest Rate Hedge, the Borrower shall within thirty (30) days (x) cause such Person to assign its obligations under the related Interest Rate Hedge to a new Eligible Interest Rate Hedge Provider or terminate an existing (y) obtain a substitute Eligible Interest Rate Hedge, including the related Eligible Interest Rate Hedge Transaction in whole or in part, as necessary in order to ensure that Provider’s acknowledgment of the actual aggregate notional amount of all Hedge Transactions after giving effect to such addition or termination is equal to the Hedge Notional Amount Requirement as re-calculated by the Agent on such date. Each additional Hedge Transaction entered into collateral assignment by the Borrower pursuant to this Section 2.06(b) must satisfy the conditions set forth in Section 2.06(a) above.Administrative Agent of such Eligible Interest Rate Hedge; (ciii) On each date that a repayment the Borrower may not, without the prior written consent of the principal amount Administrative Agent and each Group Agent, exercise any rights (including any termination rights) under any Interest Rate Hedge that could reasonably be expected to adversely affect the right of the Advances Lenders to receive payments hereunder or under such Interest Rate Hedge; (iv) on each Payment Date from and after the date on which an Interest Rate Hedge Trigger Event occurs and until the first business day after any period of sixty (60) consecutive days on which one month LIBOR is made hereunder (other less than with regularly scheduled payments of principal on the Loans)2.50%, the aggregate notional amounts of the Hedge Transactions shall, at the request of the Agent, be reduced such that, after giving effect to such reduction, if the aggregate notional amount of all Hedge TransactionsInterest Rate Xxxxxx is then less than 90%, of the Loan Balance (after giving effect to any Loan Increase on such addition date), the Borrower shall enter into one or termination more Eligible Interest Rate Xxxxxx such that the aggregate notional amount of all Interest Rate Xxxxxx, including the new Interest Rate Hedge, is equal to the Loan Balance; (v) notwithstanding the foregoing, one or more Interest Rate Xxxxxx may be combined into a single Interest Rate Hedge Notional Amount Requirement as re-calculated by which, in the Agent aggregate, satisfies the requirements set forth in this Section 6.01(n); (vi) if, on any Payment Date the aggregate notional amount of all Interest Rate Xxxxxx that are interest rate swaps is greater than 110% of the Loan Balance on such date (after giving effect to any payments or Loan Increase on such date.), the Servicer shall cause the Borrower to amend or terminate existing Interest Rate Xxxxxx that are interest rate swaps such that the aggregate notional amount of all Interest Rate Xxxxxx that are interest rate swaps at such time shall be equal to the Loan Balance at such time (terminating those Interest Rate Xxxxxx that are interest rate swaps in descending order from those Interest Rate Xxxxxx with the highest fixed rate to those Interest Rate Hedge with the next highest fixed rate and so on); and all Interest Rate Hedge Termination Payments owed by the Borrower and other costs incurred in connection with the termination contemplated by this paragraph shall be paid by the Servicer; and (dvii) the Administrative Agent at any time on or after the Termination Date shall have the right to amend or terminate any Interest Rate Xxxxxx in its sole discretion; and all Interest Rate Hedge Termination Payments owed by the Borrower and other costs incurred in connection with the termination contemplated by this paragraph shall be paid by the Servicer. On or prior to the effective date of any Interest Rate Hedge, the Borrower shall establish and thereafter maintain an Eligible Account in the name of the Borrower with respect to each Interest Rate Hedge Provider, other than Deutsche Bank AG, Citibank, N.A. and any other Lender or Affiliate thereof (a “Hedge Counterparty Collateral Account”) in trust and for the benefit of the Lenders and the related Interest Rate Hedge Provider. In the event that a termination payment pursuant to the terms of the applicable Interest Rate Hedge, the related Interest Rate Hedge Provider is paid by required to deposit cash or securities as collateral to secure its obligations (“Hedge Collateral”), the Borrower shall deposit all Hedge Collateral received from the Interest Rate Hedge Provider into the Hedge Counterparty Collateral Account. All sums on deposit and securities held in any Hedge Counterparty Collateral Account shall be used only for the purposes set forth in the related credit support annex (“Credit Support Annex”) to the BorrowerInterest Rate Hedge. The only permitted withdrawal from or application of funds on deposit in, that termination payment shall either be paid directly or otherwise to the replacement counterparty who is entering into credit of, a Hedge Counterparty Collateral Account shall be (i) for application to the replacement obligations of the applicable Interest Rate Hedge Transaction Provider under the related Interest Rate Hedge in accordance with the terms of the Credit Support Annex and (ii) to return collateral to the Interest Rate Hedge Provider when and as required by the Credit Support Annex. Amounts on deposit in each Hedge Counterparty Collateral Account shall be invested at the written direction of the related Interest Rate Hedge Provider, and all investment earnings actually received on amounts on deposit in a Hedge Counterparty Collateral Account or distributions on securities held as Hedge Collateral shall be distributed or held in accordance with the terms of the related Credit Support Annex. Any amounts applied by the Borrower to the obligations of an Interest Rate Hedge Provider under an Interest Rate Hedge in accordance with the terms of the related Credit Support Annex shall constitute Interest Rate Hedge Receipts and be deposited into in the Warehouse SUBI Collection Account and applied as Available Funds on the next Settlement Date. (e) in accordance with Section 2.04(c). The Borrower shall not enter into any agrees to give the applicable Interest Rate Hedge Transaction, and the Servicer will not arrange for the Borrower to enter into any Hedge Transaction unless (i) Provider prompt notice if it obtains knowledge that the Hedge Counterparty thereunder is, at Collateral Account or any funds on deposit therein or otherwise to the time such Hedge Transaction is entered into by the Borrower, an Eligible Hedge Counterparty and (ii) the Agent has reviewed and approved the form and substance credit of the Hedge Agreement governing such Hedge TransactionCounterparty Collateral Account, shall or have become subject to any writ, order, judgment, warrant of attachment, execution or similar process.

Interest Rate Xxxxxx. (a) On or before the 30th day following the Effective any Business Day, a Borrower may, and if on any Borrowing Date, and each Funding Date thereaftera Hedge Trigger Event shall have occurred, one or both of the Servicer Borrowers shall, in each case at the sole cost and expense of the BorrowerBorrowers, arrange for the Borrower to enter into one or more Hedge Transactions satisfying the requirements of this Section 2.06. Each Hedge Transaction shall (i) have a scheduled amortizing notional amount which, when combined with all other Hedge Transactions then in effect, satisfies the Hedge Notional Amount Requirement, (ii) to the satisfaction of the Agent, be sufficient to hedge ensure that the interest rate risk associated with funding fixed rate Medallion Loans with floating rate Advances hereunder applicable Excess Spread is maintained at a level equal to or greater than the applicable Minimum Excess Spread, (iii) have a tenor equal to the longest life expectancy of any Insured under any Purchased Policy plus twelve months and (iiiiv) incorporate such other terms as the Agent may reasonably direct in consultation with such Borrower. For avoidance of doubt, neither Borrower shall be required to enter into any Hedge Transaction that does not protect against a decline or potential decline in the ServicerActual Excess Spread or increase the Actual Excess Spread. (b) If on any Monthly Settlement Date or the date of any sale or release of an Asset pursuant to Section 2.14, after the 30th day following the Effective Date occurrence of a Hedge Trigger Event, the actual aggregate notional amount of all Hedge Transactions is not equal to the Hedge Notional Amount Requirement, one or both of the Servicer Borrowers shall, in each case at the request sole cost and expense of the AgentBorrowers, arrange for the Borrower to enter into an additional Hedge Transaction Transactions or terminate an existing Hedge Transaction in whole or in part, as necessary in order to ensure that (i) the actual aggregate notional amount of all Hedge Transactions after giving effect to such addition or termination is equal to the Hedge Notional Amount Requirement and (ii) the applicable Excess Spread is maintained at a level equal to or greater than the applicable Minimum Excess Spread, each as re-calculated by the Agent on such date. Each additional Hedge Transaction entered into by the a Borrower pursuant to this Section 2.06(b) must satisfy the conditions set forth in Section 2.06(a) above. (c) On each date that a repayment of the principal amount of the Advances is made hereunder (other than with regularly scheduled payments or the date of principal on the Loans)any sale or release of an Asset pursuant to Section 2.14, the aggregate notional amounts of the Hedge Transactions shall, at the request of the Agent, be reduced such that, after giving effect to such reductionreduction or release, the aggregate notional amount of all Hedge Transactions, after giving effect to such addition or termination is equal to the Hedge Notional Amount Requirement as re-calculated by the Agent on such date. (d) In the event that a termination payment is paid by the Hedge Counterparty to the a Borrower, that termination payment shall either be paid directly to the replacement counterparty who is entering into the replacement Hedge Transaction or deposited into the Collection Account and applied as Available Funds on the next Monthly Settlement Date. (e) The Neither Borrower shall not enter into any Hedge Transaction, and the Servicer will not arrange for the Borrower to enter into any Hedge Transaction unless (i) the Hedge Counterparty thereunder is, at the time such Hedge Transaction is entered into by the such Borrower, an Eligible Hedge Counterparty and (ii) the Agent has reviewed and approved the form and substance of the Hedge Agreement governing such Hedge Transaction. (f) The Borrowers shall, at all times, maintain a Borrowing Base Surplus in an amount at least equal to the Required Borrowing Base Surplus Amount; provided, that, the Borrowers may, with the consent of the Agent, as secured party (which consent shall not be unreasonably withheld or delayed), and, if the Borrowers fail to satisfy their obligations under this Section 2.06, the Agent may, liquidate the Assets solely for the purpose of acquiring a hedging instrument constituting a Hedge Transaction satisfying the requirements of this Section 2.06. (g) The Borrowers may, if the Borrowing Base Surplus shall exceed the Required Borrowing Base Surplus Amount, calculated as if the Hedge Trigger Event has occurred and is continuing, as quoted by the Agent (or an institution agreed upon by the Agent and the Borrowers) as of such date (such excess amount, the “Excess Borrowing Base Surplus Amount”), upon notice to the Agent in accordance with Section 2.14, (x) cause the return of Assets to the applicable Borrower, in each case, free and clear of the lien of the Agent, in an aggregate amount not to exceed such Excess Borrowing Base Surplus Amount.

Interest Rate Xxxxxx. (a) On The Subservicer shall, at the expense of the Borrower, take such actions on behalf of the Borrower as are necessary in order to hedge the Loans owned by the Borrower against any interest rate risk, such that the interest payable to the Borrower on the Loans (after taking into account all hedging arrangements implemented by the Subservicer) will be sufficient to make complete and timely payments of interest and Program Fees. The Subservicer shall have no obligation to arrange for the Borrower to enter into any Hedge Transaction unless a Hedge Trigger Event has occurred and is continuing, but the Subservicer will be liable to the Indemnified Parties hereunder in the event it is determined at any time that (i) a Hedge Trigger Event has occurred, (ii) the Subservicer has neglected to arrange for the Borrower to enter into a Hedge Transaction and (iii) the interest payable to the Borrower on the Loans is not sufficient to make complete and timely payments of interest, Program Fees and other Obligations of the Borrower under the Transaction Documents (except to the extent such insufficiency is due to a failure to pay by, or before an Event of Bankruptcy to occur with respect to, any Obligor). The Lender shall determine whether any such insufficiency exists and shall deliver to the 30th day Borrower and the Subservicer notice of such insufficiency together with such documents and other information that support its calculation thereof; and (I) the Lender’s determination shall, absent manifest error, be conclusive and binding and (II) the Subservicer shall deposit into the Collection Account the amount of such insufficiency within two (2) Business Days after the Lender’s demand therefor. (b) Within five (5) Business Days following the Effective Dateoccurrence of a Hedge Trigger Event relating to either the Existing Loans or the Additional Loans, and on each Funding Advance Date thereafterthereafter so long as such Hedge Trigger Event is continuing, the Servicer shallSubservicer will, at the expense of the Borrower, arrange for the Borrower to enter into one or more Hedge Transactions satisfying the requirements of this Section 2.062.12(b). Each Hedge Transaction shall (i) have a scheduled amortizing notional amount which, when combined with all other Hedge Transactions then in effecteffect relating to the Existing Loans or the Additional Loans (as applicable), satisfies the related Hedge Notional Amount RequirementRequirement for such Loans, (ii) provide that the payments to be made by the Hedge Counterparty thereunder will be based on a one-month London interbank offered rate selected by the Subservicer and approved in writing by the Lender (or such other rate as the Subservicer may select with the prior written consent of the Lender), (iii) provide that the payments required to be made by the Borrower thereunder (if any) will be based on either (A) in the case of a Hedge Transaction relating to the satisfaction Existing Loans, a Swap Rate, as selected by the Lender in consultation with the Subservicer and (B) in the case of a Hedge Transaction relating to the Additional Loans, a bank “prime rate” selected by the Subservicer and approved in writing by the Lender (or such other rate as the Subservicer may select with the prior written consent of the Agent, be sufficient to hedge the interest rate risk associated with funding fixed rate Medallion Loans with floating rate Advances hereunder Lender) and (iiiiv) incorporate such other terms as the Agent Lender may reasonably direct in consultation with the ServicerSubservicer. (bc) If on any Settlement Date after the 30th day following the Effective Date occurrence and during the continuation of a Hedge Trigger Event the actual aggregate notional amount of all Hedge Transactions relating to the Existing Loans or the Additional Loans, as applicable, is not equal to the applicable Hedge Notional Amount Requirement, the Servicer Subservicer shall, at the request of the AgentLender, arrange for the Borrower to enter into an additional Hedge Transaction or terminate an existing Hedge Transaction in whole or in part, as necessary in order to ensure that the actual aggregate notional amount of all Hedge Transactions relating to such Loans after giving effect to such addition or termination is equal to the Hedge Notional Amount Requirement for such Loans as re-calculated by the Agent Lender on such date. Each additional Hedge Transaction entered into by the Borrower pursuant to this Section 2.06(b2.12(c) must satisfy the conditions set forth in Section 2.06(a2.12(b) above. (cd) On each date that a repayment of the principal amount of the Advances is made hereunder (other than with regularly scheduled payments of principal on the Loans), the aggregate notional amounts of the Hedge Transactions shall, at the request of the AgentLender, be reduced such that, after giving effect to such reduction, the aggregate notional amount of all Hedge TransactionsTransactions relating to the Existing Loans and the Additional Loans, respectively, after giving effect to such addition or termination is equal to the Hedge Notional Amount Requirement for such Loans as re-calculated by the Agent Lender on such date. (de) In the event that a termination payment is paid by the Hedge Counterparty to the Borrower, that termination payment shall either be paid directly to the replacement counterparty who is entering into the replacement Hedge Transaction or deposited into the Collection Account and applied as Available Funds on the next Settlement Date. (ef) The Borrower shall not enter into any Hedge Transaction, and the Servicer Subservicer will not arrange for the Borrower to enter into any Hedge Transaction unless (i) the Hedge Counterparty thereunder is, at the time such Hedge Transaction is entered into by the Borrower, an Eligible Hedge Counterparty and (ii) the Agent Lender has reviewed and approved the form and substance content of the Hedge Agreement governing such Hedge Transaction.

Interest Rate Xxxxxx. (a) On or before the 30th day following the Effective DateConcurrently with each Receivables Purchase, and each Funding Date thereafter, the Servicer shall, at the expense of the Borrower, arrange for the Borrower to enter into one or more Hedge Transactions satisfying the requirements of this Section 2.06. Each Hedge Transaction shall (i) have a scheduled amortizing notional amount which, when combined with all other Hedge Transactions then in effect, satisfies the Hedge Notional Amount Requirement, (ii) to the satisfaction of the Agent, be sufficient to hedge the interest rate risk associated with funding fixed rate Medallion Loans with floating rate Advances hereunder and (iii) incorporate such other terms as the Agent may reasonably direct in consultation with the Servicer. (b) If on any Settlement Date after the 30th day following the Effective Date the actual aggregate notional amount of all Hedge Transactions is not equal to the Hedge Notional Amount Requirement, the Servicer shall, at the request of the Agent, arrange for the Borrower to enter into an additional Interest Rate Hedge Transaction or terminate with the Swap Provider as contemplated in the definition of “Discount Rate”, and transfer, assign and otherwise convey to the Collateral Agent all of the Seller’s rights in, to and under such Interest Rate Hedge pursuant to an existing Interest Rate Hedge Transaction Assignment in whole or substantially in partthe form of Exhibit E hereto, as necessary together with a certificate executed by the Swap Provider in order substantially the form of Exhibit A to ensure such Interest Rate Hedge Assignment. The Seller shall thereafter maintain such Interest Rate Xxxxxx in full force and effect at all times until the Capital associated with such Receivables Purchase has been recovered in full by the Purchasers, in a notional amount equal to no less than 96% and no more than 105% of the sum of the outstanding Capital related thereto and based on an amortization schedule which matches the amortization of the aggregate Receivables then outstanding and the terms of which are otherwise reasonably satisfactory to the Collateral Agent. The Seller acknowledges that the actual aggregate notional amount Purchasers and/or the Insurer on behalf of the Purchasers have guaranteed the Seller’s performance of its obligations under the Interest Rate Xxxxxx. The Seller shall perform all Hedge Transactions after giving effect to such addition or termination is equal of its obligations under the Interest Rate Xxxxxx to the same extent as if its rights under the Interest Rate Xxxxxx have not been assigned hereunder and under the Interest Rate Hedge Notional Amount Requirement as re-calculated Assignments and shall indemnify each of the Purchasers and the Insurer against any payments by either such party on account of the Seller’s failure to perform its obligations under the Interest Rate Xxxxxx, including, without limitation, any payments by the Agent Insurer (including on such datebehalf of CapMAC) under the Swap Policies, which indemnity shall survive any termination of this Receivables Purchase Agreement. Each additional Hedge Transaction entered into The exercise by the Borrower pursuant to this Section 2.06(b) must satisfy Collateral Agent of any of its rights hereunder or under the conditions set forth in Section 2.06(a) above. (c) On each date that a repayment of the principal amount of the Advances is made hereunder (other than with regularly scheduled payments of principal on the Loans), the aggregate notional amounts of the Interest Rate Hedge Transactions shall, at the request of the Agent, be reduced such that, after giving effect to such reduction, the aggregate notional amount of all Hedge Transactions, after giving effect to such addition or termination is equal to the Hedge Notional Amount Requirement as re-calculated by the Agent on such date. (d) In the event that a termination payment is paid by the Hedge Counterparty to the Borrower, that termination payment shall either be paid directly to the replacement counterparty who is entering into the replacement Hedge Transaction or deposited into the Collection Account and applied as Available Funds on the next Settlement Date. (e) The Borrower Assignment shall not enter into any Hedge Transaction, and relieve the Servicer will not arrange for the Borrower to enter into any Hedge Transaction unless (i) the Hedge Counterparty thereunder is, at the time Seller from such Hedge Transaction is entered into by the Borrower, an Eligible Hedge Counterparty and (ii) the Agent has reviewed and approved the form and substance of the Hedge Agreement governing such Hedge Transactionobligations.