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.
Appears in 2 contracts
Sources: Series 2002 1 Supplement (Wyndham Worldwide Corp), Series 2002 1 Supplement (Cendant Corp)
Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide a Hedge Agreement an interest rate cap with the terms described in this Section 6.074.7. When all Series 2008-A 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 at least equal to 90% of the Notes Principal Amount as of the Initial Advance Date 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, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers);
(b) the Issuer shall, as of each Payment Date and Note Increase 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 or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on each such Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to 90% of the Notes Principal Amount; the Issuer shall also, as on the date of each Payment Date any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following the such addition and or release of Series 2002-1 Pledged Loans as of each Payment DateLoans; any additional Premium due for the adjustments to the interest rate cap Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Net Hedge Payment under Provision THIRD of Section 6.014.1;
(c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Series 2002-1 Pledged LoansLoan; 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 4.7 or otherwise in this Supplement Indenture to a notional amount equal to 90% of the Notes Principal Amount shall allow for rounding to the nearest $1,000.
Appears in 2 contracts
Sources: Amended and Restated Indenture and Servicing Agreement (Wyndham Destinations, Inc.), Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide a Hedge Agreement an interest rate cap with the terms described in this Section 6.074.7. When all Series 2008-A 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 at least equal to 90% of the Notes Principal Amount as of the Initial Advance Date 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, and a copy of which shall be provided to the Funding Agents);
(b) the Issuer shall, as of each Payment Date and Note Increase 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 or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on each such Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to 90% of the Notes Principal Amount; the Issuer shall also, as on the date of each Payment Date any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following the such addition and or release of Series 2002-1 Pledged Loans as of each Payment DateLoans; any additional Premium due for the adjustments to the interest rate cap Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Net Hedge Payment under Provision THIRD of Section 6.014.1;
(c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Series 2002-1 Pledged LoansLoan; 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 4.7 or otherwise in this Supplement Indenture to a notional amount equal to 90% of the Notes Principal Amount shall allow for rounding to the nearest $1,000.
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Hedge Agreement. The Issuer shall at all times, so long as any Series 2017-A Notes remain unpaid, provide a Hedge Agreement maintain an interest rate cap with the terms described in this Section 6.074.7. When all Series 2017-A 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 at least equal to 90% of the Notes Principal Amount as of the Initial Advance Date 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, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers);
(b) the Issuer shall, as of each Payment Date and Note Increase 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 or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on each such Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to 90% of the Notes Principal Amount; the Issuer shall also, as on the date of each Payment Date any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following the such addition and or release of Series 2002-1 Pledged Loans as of each Payment DateLoans; any additional Premium due for the adjustments to the interest rate cap Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Net Hedge Payment under Provision THIRD of Section 6.014.1;
(c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Series 2002-1 Pledged LoansLoan; 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 4.7 or otherwise in this Supplement Indenture to a notional amount equal to 90% of the Notes Principal Amount shall allow for rounding to the nearest $1,000.
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Hedge Agreement. (a) The Issuer shall shall, at all times, so long as any the Notes remain unpaid, provide a Hedge Agreement Agreements in accordance with the terms described below in this Section 6.07. When all Notes have been paid in full, the Issuer shall terminate the Hedge Agreement3.03. The Hedge Agreement Agreements shall meet the following requirements:requirements (the “Hedge Requirements”):
(ai) the each Hedge Agreement shall provide either be in the form of an interest rate cap or an interest rate swap, or a combination thereof, in each case between the Issuer and a Qualified Hedge Counterparty, with an effective date on or prior to a Funding Date;
(ii) the Hedge Agreements shall provide for a notional amount at least equal to to, in the aggregate, 90% of the Notes Principal Amount Outstanding Note Balance as of the Initial Funding Date and such notional amount shall amortize on a monthly basis for a term equal to in accordance with 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)Hedge Amortization Schedule;
(biii) the Issuer shall, as of each Payment Funding Date, cause the notional amount of the Hedge Agreement Agreements to be adjusted or enter into new Hedge Agreements to reflect any increase or decrease in the Notes Principal Amount Outstanding Note Balance as of such Payment Funding Date so that the adjusted notional amount of the Hedge Agreement Agreements shall on each Payment such Funding Date (after giving effect to the Increase on such date) be an amount at least equal to 90% %, but, in the case of Hedge Agreements in the form of interest rate swaps, not in excess of 105%, of the Notes Principal Amount; Outstanding Note Balance and such notional amount shall amortize on a monthly basis in accordance with the Hedge Amortization Schedule;
(iv) the Issuer shall alsoshall, as of on each Payment Date Funding Date, adjust (A) the Hedge Agreement Agreements to reflect the Required Cap Rate, Rate (in the case of a Hedge Agreement in the form of an interest rate cap) and (B) the termination date and of the amortization schedule Hedge Agreements in accordance with the Hedge Amortization Schedule following the addition and release of Series 2002-1 Pledged Loans as of each Payment such Funding Date; ;
(v) any additional Premium premium due for the adjustments to the interest rate cap Hedge Agreements on any Funding Date shall be paid as a Net Hedge Payment under Provision THIRD by the Issuer from the proceeds of Section 6.01the related Increase;
(cvi) in the Hedge Agreement shall have a termination date equal to the final maturity date case of the latest maturing Series 2002-1 Pledged Loans; and
(d) an interest rate swap, the Hedge Agreement shall provide for the payment on each Payment Date to the related Hedge Counterparty of interest on the notional amount thereof at a fixed rate per annum and the payment to the Indenture Trustee for deposit into the Collection Account of a floating rate per annum equal to the LIBOR Rate for each Interest Accrual Period; provided that the Issuer and the Hedge Counterparties may, subject to the related Hedge Agreements, make payments on a net basis; provided, further, that the fixed rate per annum paid to a Hedge Counterparty under an interest rate swap shall not exceed the weighted average coupon for the Borrowing Base Loans as of the last day of the related Due Period, less 8.50%;
(vii) in the case of an interest rate cap, the Hedge Agreement shall provide for the payment by the Hedge Provider Counterparty to the Indenture Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was is greater than the Required Cap Rate.Rate for the related Interest Accrual Period, if any;
(eviii) References the Hedge Agreements shall terminate on the last day that the Notes are assumed to be Outstanding based on the Hedge Amortization Schedules; and
(ix) each Hedge Agreement may permit, if the related Hedge Counterparty fails to meet the rating requirements in this Section 6.07 or otherwise clause (a) of the definition of Qualified Hedge Counterparty, such related Hedge Counterparty to post collateral to secure its obligations under the related Hedge Agreement. To the extent such Hedge Agreement permits the posting of collateral, such Hedge Agreement shall require the following terms (the “Hedge Agreement Collateral Posting Requirements”):
(A) the Hedge Counterparty shall, within 15 days’ of failing to meet such rating requirement, secure its obligations under the related Hedge Agreement, by posting collateral to the Indenture Trustee for deposit into the Hedge Collateral Account in this Supplement to a notional an amount equal to 90% of the Notes Principal Amount shall allow for rounding Hedge Collateral Amount;
(B) the Hedge Counterparty shall, at least on a weekly basis, ▇▇▇▇-to-market the related Hedge Agreement (pursuant to the nearest $1,000.terms thereof) and post additional collateral, as necessary such that the amount on deposit in the Hedge Collateral Account is at least equal to the Hedge Collateral Amount; and;
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Marriott Vacations Worldwide Corp)
Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide a Hedge Agreement an interest rate cap with the terms described in this Section 6.074.7. When all Series 2008-A 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 at least equal to 90% of the Notes Principal Amount as of the Initial Advance Date 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, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers);
(b) the Issuer shall, as of each Payment Date and Note Increase 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 or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on each such Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to 90% of the Notes Principal Amount; the Issuer shall also, as on the date of each Payment Date any addition or release of Pledged Loans adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following the such addition and or release of Series 2002-1 Pledged Loans as of each Payment DateLoans; any additional Premium due for the adjustments to the interest rate cap Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Net Hedge Payment under Provision THIRD of Section 6.014.1;
(c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Series 2002-1 Pledged LoansLoan; 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 simple average of Adjusted Daily Simple SOFR for each calendar day in such Accrual Period was greater than the Required Cap Rate.
(e) . 57 References in this Section 6.07 4.7 or otherwise in this Supplement Indenture to a notional amount equal to 90% of the Notes Principal Amount shall allow for rounding to the nearest $1,000.
Appears in 1 contract
Sources: Amended and Restated Indenture and Servicing Agreement (Travel & Leisure Co.)
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 Issuer, the Deal Agent and Bank of America, N.A. 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.
Appears in 1 contract
Sources: Supplement to Master Indenture and Servicing Agreement (Cendant Corp)
Hedge Agreement. (a) The Issuer shall shall, at all times, so long as any the Notes remain unpaid, provide a Hedge Agreement Agreements in accordance with the terms described below in this Section 6.07. When all Notes have been paid in full, the Issuer shall terminate the Hedge Agreement3.03. The Hedge Agreement Agreements shall meet the following requirements:requirements (the “Hedge Requirements”):
(ai) the each Hedge Agreement shall provide either be in the form of an interest rate cap or an interest rate swap, or a combination thereof, in each case between the Issuer and a Qualified Hedge Counterparty, with an effective date on or prior to a Funding Date;
(ii) the Hedge Agreements shall provide for a notional amount at least equal to to, in the aggregate, 90% of the Notes Principal Amount Outstanding Note Balance as of the Initial Funding Date and such notional amount shall amortize on a monthly basis for a term equal to in accordance with 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)Hedge Amortization Schedule;
(biii) the Issuer shall, as of each Payment Funding Date, cause the notional amount of the Hedge Agreement Agreements to be adjusted or enter into new Hedge Agreements to reflect any increase or decrease in the Notes Principal Amount Outstanding Note Balance as of such Payment Funding Date so that the adjusted notional amount of the Hedge Agreement Agreements shall on each Payment such Funding Date (after giving effect to the Increase on such date) be an amount at least equal to 90% of the Notes Principal Amount; Outstanding Note Balance and such notional amount shall amortize on a monthly basis in accordance with the Hedge Amortization Schedule;
(iv) the Issuer shall alsoshall, as on the date of each Payment Date any addition of Borrowing Base Loans, adjust (A) the Hedge Agreement Agreements to reflect the Required Cap Rate, Rate (in the case of a Hedge Agreement in the form of an interest rate cap) and (B) the termination date and of the amortization schedule Hedge Agreements in accordance with the Hedge Amortization Schedule following the such addition and release of Series 2002-1 Pledged Loans as of each Payment Date; Borrowing Base Loans;
(v) any additional Premium premium due for the adjustments to the interest rate cap Hedge Agreements on any Funding Date shall be paid as a Net Hedge Payment under Provision THIRD by the Issuer from the proceeds of Section 6.01the related Increase;
(cvi) in the Hedge Agreement shall have a termination date equal to the final maturity date case of the latest maturing Series 2002-1 Pledged Loans; and
(d) an interest rate swap, the Hedge Agreement shall provide for the payment on each Payment Date to the related Hedge Counterparty of interest on the notional amount thereof at a fixed rate per annum and the payment to the Indenture Trustee for deposit into the Collection Account of a floating rate per annum equal to the LIBOR Rate for each Interest Accrual Period; provided that the Issuer and the Hedge Counterparties may, subject to the related Hedge Agreements, make payments on a net basis; provided, further, that the fixed rate per annum paid to a Hedge Counterparty under an interest rate swap shall not exceed the weighted average coupon for the Borrowing Base Loans as of the last day of the related Due Period, less 8.50%;
(vii) in the case of an interest rate cap, the Hedge Agreement shall provide for the payment by the Hedge Provider Counterparty to the Indenture Trustee for deposit into the Collection Account on each Payment Date if for the related Accrual Period the LIBOR Rate was is greater than the Required Cap Rate.Rate for the related Interest Accrual Period, if any;
(eviii) References the Hedge Agreements shall terminate on the last day that the Notes are assumed to be Outstanding based on the Hedge Amortization Schedules; and
(ix) each Hedge Agreement may permit, if the related Hedge Counterparty fails to meet the rating requirements in this Section 6.07 or otherwise clause (a) of the definition of Qualified Hedge Counterparty, such related Hedge Counterparty to post collateral to secure its obligations under the related Hedge Agreement. To the extent such Hedge Agreement permits the posting of collateral, such Hedge Agreement shall require the following terms (the “Hedge Agreement Collateral Posting Requirements”):
(A) the Hedge Counterparty shall, within 5 Business Days’ of failing to meet such rating requirement, secure its obligations under the related Hedge Agreement, by posting collateral to the Indenture Trustee for deposit into the Hedge Collateral Account in this Supplement to a notional an amount equal to 90% of the Notes Principal Amount shall allow for rounding Hedge Collateral Amount;
(B) the Hedge Counterparty shall, at least on a weekly basis, ▇▇▇▇-to-market the related Hedge Agreement (pursuant to the nearest $1,000.terms thereof) and post additional collateral, as necessary such that the amount on deposit in the Hedge Collateral Account is at least equal to the Hedge Collateral Amount; and;
Appears in 1 contract
Sources: Indenture and Servicing Agreement (Marriott Vacations Worldwide Corp)
Hedge Agreement. The Issuer shall at all times, so long as any Series 2008-A Notes remain unpaid, provide a Hedge Agreement an interest rate cap with the terms described in this Section 6.074.7. When all Series 2008-A 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 at least equal to 90% of the Notes Principal Amount as of the Initial Advance Date 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, and a copy of which shall be provided to the Funding Agents and Non-Conduit Committed Purchasers);
(b) the Issuer shall, as of each Payment Date and Note Increase 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 or Note Increase Date so that the adjusted notional amount of the Hedge Agreement shall on each such Payment Date and Note Increase Date (after giving effect to the Increase on such date) be an amount at least equal to 90% of the Notes Principal Amount; the Issuer shall also, as on the date of each Payment Date any addition or release of Pledged Loans 63 adjust the Hedge Agreement to reflect the Required Cap Rate, adjustments to the termination date of the Hedge Agreement in accordance with subsection (c) of this Section 4.7 and adjustments to the amortization schedule under the Hedge Agreement in accordance with subsection (a) of this Section 4.7 following the such addition and or release of Series 2002-1 Pledged Loans as of each Payment DateLoans; any additional Premium due for the adjustments to the interest rate cap Hedge Agreement (i) on any Note Increase Date shall be paid by the Issuer from the proceeds of the related Increase, (ii) on any Release Date shall be paid by the Issuer and (iii) on a Payment Date that is not also a Note Increase Date shall be paid as a Net Hedge Payment under Provision THIRD of Section 6.014.1;
(c) the Hedge Agreement shall have a termination date equal to the final maturity date of the latest maturing Series 2002-1 Pledged LoansLoan; 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 simple average of Adjusted Daily Simple SOFR for each calendar day in such Accrual Period was greater than the Required Cap Rate.
(e) . References in this Section 6.07 4.7 or otherwise in this Supplement Indenture to a notional amount equal to 90% of the Notes Principal Amount shall allow for rounding to the nearest $1,000.
Appears in 1 contract
Sources: Amended and Restated Indenture and Servicing Agreement (Travel & Leisure Co.)