Hedge Agreement Clause Samples

Hedge Agreement. The Issuer shall at all times, so long as any Notes remain unpaid, provide a Hedge Agreement with the terms described in this Section 6.07. When all Notes have been paid in full, the Issuer shall terminate the Hedge Agreement. The Hedge Agreement shall meet the following requirements: (a) the Hedge Agreement shall provide an interest rate cap for a notional amount equal to 90% of the Notes Principal Amount and such notional amount shall amortize on a monthly basis for a term equal to the actual amortization schedule of payments on the Series 2002-1 Pledged Loans assuming a schedule of payments and prepayments mutually determined by the Master Servicer, the Issuer and the Deal Agent at such time (which schedule shall be based upon the historical amortization experience of Loans owned or serviced by the Master Servicer and/or its Affiliates); (b) the Issuer shall, as of each Payment Date, cause the notional amount of the Hedge Agreement to be adjusted to reflect any increase or decrease in the Notes Principal Amount as of such Payment Date so that the adjusted notional amount of the Hedge Agreement shall on each Payment Date be an amount equal to 90% of the Notes Principal Amount; the Issuer shall also, as of each Payment Date adjust the Hedge Agreement to reflect the Required Cap Rate, the termination date and the amortization schedule following the addition and release of Series 2002-1 Pledged Loans as of each Payment Date; any additional Premium due for the adjustments to the interest rate cap shall be paid as a Net Hedge Payment under Provision THIRD of Section 6.01; (c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Series 2002-1 Pledged Loans; and (d) the Hedge Agreement shall provide for a payment by the Hedge Provider to the Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was greater than the Required Cap Rate. (e) References in this Section 6.07 or otherwise in this Supplement to a notional amount equal to 90% of the Notes Principal Amount shall allow for rounding to the nearest $1,000.

Hedge Agreement. The Borrower shall not terminate, amend or waive any Hedge Agreement except to the extent permitted under the terms set forth in Exhibit I. The Borrower shall not, except with the prior written consent of the Administrative Agent, exercise any rights (including any termination rights) under any Hedge Agreement or any Hedge Transaction that could reasonably be expected to adversely affect the right of the Lenders to receive payments hereunder or under any Hedge Agreement.

Hedge Agreement. An interest rate swap, cap or collar agreement or any arrangement similar to any of the foregoing between any Borrower and any Lender relating to indebtedness under this Credit Agreement, each as providing for the transfer or mitigation of interest rate risk either generally or under specific contingencies.

Hedge Agreement. Not later than ninety (90) days after the Closing Date, enter into and maintain at all times thereafter for a period of not less than two (2) years, Hedge Agreements with Persons acceptable to the Administrative Agent, in an amount sufficient to cause at least 50% percent of the aggregate principal amount of the Initial Term Loan to be fixed rate Indebtedness.

Hedge Agreement. The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the Hedge Agreement on behalf of the Trust Fund.

Hedge Agreement. (a) In the event that the Trustee does not receive by the Business Day preceding a Distribution Date the amount as specified by the Master Servicer pursuant to Section 4.04(a)(iv) hereof as the amount to be paid with respect to such Distribution Date by the Hedge Agreement Provider under the Hedge Agreement, the Trustee shall enforce the obligation of the Hedge Agreement Provider thereunder. The parties hereto acknowledge that the Hedge Agreement Provider shall be making all calculations, and determine the amounts to be paid, under the Hedge Agreement. Absent manifest error, the Trustee may conclusively rely on such calculations and determination and any notice received by it from the Master Servicer pursuant to Section 4.04(a)(iv) hereof. (b) The Trustee shall deposit or cause to be deposited any amount received under the Hedge Agreement into the Certificate Account on the date such amount is received from the Hedge Agreement Provider under the Hedge Agreement (including termination payments, if any). All payments received under the Hedge Agreement shall be distributed in accordance with the priorities set forth in Section 4.02(c) hereof. (c) In the event that the Hedge Agreement, or any replacement thereof, terminates prior to the Distribution Date in February 2008, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Hedge Agreement is sufficient therefor and only to the extent of the termination payment received from the Hedge Agreement Provider, shall (i) cause a new hedge counterparty to assume the obligations of such terminated hedge counterparty or (ii) cause a new hedge counterparty to enter into a new interest rate hedge agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Hedge Agreement.

Hedge Agreement. (a) Not later than ninety (90) days after (i) the Closing Date with respect to the Initial Term Borrowing, and (ii) each Delayed Draw Borrowing Date with respect to any Delayed Draw Borrowing, enter into and maintain at all times thereafter for a period of not less than two years, Hedge Agreements with Persons acceptable to the Administrative Agent, in an amount sufficient to cause at least fifty percent (50%) of the sum of the aggregate initial principal amounts of the Initial Term Loans funded hereunder to be fixed rate Indebtedness. (b) Not later than ninety (90) days (or such later date as may be determined by the Administrative Agent in its sole discretion) after the closing date of each Shared Services Party Credit Facility that is guaranteed by a Credit Party, satisfy the Shared Services Party Hedging Requirement, it being understood and agreed that the Administrative Agent, in its sole discretion, may waive the Shared Services Party Hedging Requirement with respect to any Shared Services Party Credit Facility except for the Albany Credit Facility.” (j) Section 8.17 of the Credit Agreement is hereby amended by adding the phrase “, but shall include any Shared Services Party (and its respective Subsidiaries) whose results of operations are otherwise consolidated with Holdings and its Subsidiaries for purposes of GAAP” immediately before the period at the end of such Section. (k) Section 8.20 of the Credit Agreement is hereby amended by adding the phrase “, Guaranty Obligations of the Credit Parties with respect to Shared Services Party Credit Facilities to the extent permitted by Section 9.1” after the reference to “Subsidiary Guaranty” in the second sentence of such Section. (l) Section 9.1 of the Credit Agreement is hereby amended by deleting the “and” following subsection (k) thereof, replacing the period following subsection (l) thereof with “; and” and adding the following subsection (m) thereto: (m) Guaranty Obligations of the Credit Parties with respect to any Shared Services Party Credit Facility; provided that (i) on any date of determination, the aggregate outstanding principal amount of all Shared Services Party Credit Facilities that are supported by such Guaranty Obligations that are secured by a Lien on the Collateral (excluding Guaranty Obligations with respect to the Albany Credit Facility) shall not exceed $50,000,000 less the aggregate original principal amount of all Incremental Commitments and Incremental Loans made pursuant to Se...

Hedge Agreement. Except for the Loan Documents, Assignor is not a party to, nor is Assignor bound by or subject to, any indenture, contract or other agreement which purports to prohibit, restrict, limit, or control the transfer or pledge of the Collateral. The Hedge Agreement has been duly authorized, executed and delivered by Assignor and is in full force and effect. Assignor has paid to Counterparty all fees or other amounts at any time payable with respect to the Hedge Agreement. A true, correct and complete copy of the Hedge Agreement, together with any amendments thereto, is attached hereto as Exhibit “A” and made a part hereof, and there are no other agreements or understandings which modify, alter or supplement the terms thereof. At any time while an Event of Default exists, Assignor shall not modify, amend, cancel, release, surrender, terminate or permit the modification, amendment, cancellation, release, surrender, termination of, the Hedge Agreement, or cause or permit the occurrence of a “Termination Event” (as such term is defined in the Hedge Agreement), without the prior written consent of Agent.

Hedge Agreement. In the event the Borrower has entered into a Hedge Agreement, a duly executed copy of such Hedge Agreement.