Common use of Hedging Arrangements Clause in Contracts

Hedging Arrangements. The Debtor shall (a) at or prior to the time of any Receivables Delivery, provide to the Note Insurer, and the Collateral Agent an Officer’s Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (b) in connection with any Servicer’s Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount equal to the Required Notional Amount, and if such Hedging Arrangement is a swap, not greater than the Net Investment related to such swap. On each Delivery Date, the notional balance of the Hedging Arrangement shall be in an amount equal to the Required Notional Amount and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables to be added in connection with such Funding). The form, structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer (and which, unless such Hedging Agreement is a cap agreement, shall be submitted to the Note Insurer for its prior review) and must be in full force and effect at all times during which the Net Receivables Balance is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangement shall have a long-term unsecured debt rating from Moody’s and S&P of at least “A2” and “A,” respectively. With respect to any Hedging Arrangement, (i) on and after the occurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer shall have the right, in its sole discretion, to direct the Debtor’s actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an “Interest Rate Cap” and collectively, the “Interest Rate Caps”): (i) any such counterparty thereto not rated at least “A” by S&P or “A2” by Moody’s shall be approved in writing by the Note Insurer, Moody’s and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount thereunder shall amortize according to the scheduled amortization of the Receivables funded on the related Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the aggregate notional amount of such Hedging Arrangement together with all other Hedging Arrangements then in effect must equal the Required Notional Amount; (vii) such Hedging Arrangement must be in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (viii) the Effective Date shall be no later than the Delivery Date.

Hedging Arrangements. The Debtor shall (a) at or prior -------------------- to the time of any Receivables Delivery, provide to the Note Insurer, and the Collateral Agent an Officer’s 's Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (b) in connection with any Servicer’s 's Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Collateral Agent, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount equal to the Required Notional Amountlesser of (i) the Net Investment and (ii) the Net Receivables Balance, and if such Hedging Arrangement is a swap, not greater than the Net Investment related to such swap. On each Delivery Date, the notional balance of the Hedging Arrangement shall be in an amount equal to the Required Notional Amount lesser of (i) the Net Investment and (ii) the Net Receivables Balance and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables to be added in connection with such Funding). The form, structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer and the Collateral Agent (and which, unless such Hedging Agreement is a cap agreement, shall be submitted to the Note Insurer and the Collateral Agent for its their prior review) and must be in full force and effect at all times during which the Net Receivables Balance is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangement shall have a long-term unsecured debt rating from Moody’s Xxxxx'x and S&P of at least “"A2” " and “"A,” ", respectively. With respect to any Hedging Arrangement, (i) on and after the occurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer shall have the right, in its sole discretion, to direct the Debtor’s 's actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an “Interest Rate Cap” and collectively, the “Interest Rate Caps”): (i) any such counterparty thereto not rated at least “A” by S&P or “A2” by Moody’s shall be approved in writing by the Note Insurer, Moody’s and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount thereunder shall amortize according to the scheduled amortization of the Receivables funded on the related Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the aggregate notional amount of such Hedging Arrangement together with all other Hedging Arrangements then in effect must equal the Required Notional Amount; (vii) such Hedging Arrangement must be in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (viii) the Effective Date shall be no later than the Delivery Date.

Hedging Arrangements. The Debtor Borrower shall (ai) at or prior to the time of any Receivables DeliveryFunding, provide to the Note Insurer, Lender and the Collateral Agent an Officer’s 's Certificate stating that the Servicer Borrower has Hedging Arrangements in place satisfying the conditions of this Section 5.3 4.3 as set forth below, and (bii) in connection with any Servicer’s 's Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Collateral Agent and with respect to which the Debtor Borrower shall be the beneficiary, in respect of an aggregate notional amount at least equal to the Required Notional AmountNet Loan Investment, and if such Hedging Arrangement is a swap, not greater than the Net Investment Aggregate Outstanding Balance of Eligible Receivables at such time related to such swap. On each Delivery Funding Date, the notional balance of the Hedging Arrangement shall be in an amount at least equal to the Required Notional Amount Net Loan Investment and, in the case of a swap, not exceeding the Net Aggregate Outstanding Balance of Eligible Receivables Balance at such time (including any Receivables to be added in connection with such Funding). The form, form and structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer (Collateral Agent and which, unless such the Lender and each Hedging Agreement is a cap agreement, shall be submitted to the Note Insurer for its prior review) and Arrangement must be in full force and effect at all times during which the Net Receivables Balance Loan Investment is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 hereof by the Aggregate Outstanding Balance of such Receivables)zero. Any counterparty to a Hedging Arrangement shall have a long-long term unsecured debt rating from Moody’s and S&P of at least “A2” A2 from Xxxxx'x and “A,” respectivelyA from S&P. With respect to each Funding, the related Hedging Arrangement shall provide that (a) the strike rate, if such Hedging Arrangement is an interest rate cap agreement, and (b) the fixed rate, if such Hedging Arrangement is a swap, is 11.25% less than the weighted average Annual Percentage Rate on the Receivables related to such Funding. The related amortization schedule of the Hedging Arrangement shall be calculated using an ABS prepayment speed of no greater than (x) 0.75%, if such Hedging Arrangement is an interest rate cap agreement and (y) 1.4%, if such Hedging Arrangement is a swap. With respect to any Hedging Arrangement, (i) on and after the Facility Termination Date or the occurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer Collateral Agent shall have the right, in its sole discretion, to direct the Debtor’s Borrower's actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an “Interest Rate Cap” and collectively, the “Interest Rate Caps”): (i) any such counterparty thereto not rated at least “A” by S&P or “A2” by Moody’s shall be approved in writing by the Note Insurer, Moody’s and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount thereunder shall amortize according to the scheduled amortization of the Receivables funded on the related Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the aggregate notional amount of such Hedging Arrangement together with all other Hedging Arrangements then in effect must equal the Required Notional Amount; (vii) such Hedging Arrangement must be in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (viii) the Effective Date shall be no later than the Delivery DateCollateral Agent.

Hedging Arrangements. The Debtor shall (a) at or prior to the time of any Receivables Delivery, provide to the Note Insurer, and the Collateral Agent an Officer’s 's Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (b) in connection with any Servicer’s 's Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Collateral Agent, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount equal to the Required Notional Amountlesser of (i) the Net Investment and (ii) the Net Receivables Balance, and if such Hedging Arrangement is a swap, not greater than the Net Investment related to such swap. On each Delivery Date, the notional balance of the Hedging Arrangement shall be in an amount equal to the Required Notional Amount lesser of (i) the Net Investment and (ii) the Net Receivables Balance and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables to be added in connection with such Funding). The form, structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer and the Collateral Agent (and which, unless such Hedging Agreement is a cap agreement, shall be submitted to the Note Insurer and the Collateral Agent for its their prior review) and must be in full force and effect at all times during which the Net Receivables Balance is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangement shall have a long-term unsecured debt rating from Moody’s Xxxxx'x and S&P of at least “"A2” " and “"A,” ", respectively. With respect to any Hedging Arrangement, (i) on and after the occurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer shall have the right, in its sole discretion, to direct the Debtor’s 's actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an “"Interest Rate Cap” " and collectively, the “"Interest Rate Caps”"): (i) any such counterparty thereto not rated at least “"A” " by S&P or “"A2” " by Moody’s Xxxxx'x shall be approved in writing by the Note Insurer, Moody’s Xxxxx'x and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount thereunder shall amortize according to the scheduled amortization of the Receivables funded on the related such Receivables Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the aggregate notional amount Interest Rate Cap shall cover at least 100% of such Hedging Arrangement together with all other Hedging Arrangements then in effect must equal the Required Notional Amount; lesser of (viia) such Hedging Arrangement the Net Investment and (b) the Net Receivables Balance and must be in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (viiivii) the Effective Date shall be no later than the Receivables Delivery Date.

Hedging Arrangements. The Debtor shall (a) at or prior to the -------------------- time of any Receivables Delivery, provide to the Note Insurer, and the Collateral Agent an Officer’s 's Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (b) in connection with any Servicer’s 's Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Collateral Agent, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount equal to the Required Notional Amountlesser of (i) the Net Investment and (ii) the Net Receivables Balance, and if such Hedging Arrangement is a swap, not greater than the Net Investment related to such swap. On each Delivery Date, the notional balance of the Hedging Arrangement shall be in an amount equal to the Required Notional Amount lesser of (i) the Net Investment and (ii) the Net Receivables Balance and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables to be added in connection with such Funding). The form, structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer and the Collateral Agent (and which, unless such Hedging Agreement is a cap agreement, shall be submitted to the Note Insurer and the Collateral Agent for its their prior review) and must be in full force and effect at all times during which the Net Receivables Balance is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangement shall have a long-term unsecured debt rating from Moody’s Xxxxx'x and S&P of at least “"A2” " and “"A,” " respectively. With respect to any Hedging Arrangement, (i) on and after the occurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer shall have the right, in its sole discretion, to direct the Debtor’s 's actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an “"Interest Rate Cap” " and collectively, the “"Interest Rate Caps”"): (i) any such counterparty thereto not rated at least “"A” " by S&P or “"A2” " by Moody’s Xxxxx'x shall be approved in writing by the Note Insurer, Moody’s Xxxxx'x and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount thereunder shall amortize according to the scheduled amortization of the Receivables funded on the related such Receivables Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the aggregate notional amount Interest Rate Cap shall cover at least 100% of such Hedging Arrangement together with all other Hedging Arrangements then in effect must equal the Required Notional Amount; lesser of (viia) such Hedging Arrangement the Net Investment and (b) the Net Receivables Balance and must be in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (viiivii) the Effective Date shall be no later than the Receivables Delivery Date.

Hedging Arrangements. The Debtor shall (ai) at or prior to the time of any Receivables DeliveryFunding, provide to the Note Insurer, Administrative Agent and the Collateral Agent an Officer’s 's Certificate stating that the Servicer Collection Agent has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (bii) in connection with any Servicer’s Certificate Settlement Statement provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Administrative Agent and the Collateral Agent, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount at least equal to the Required Notional AmountNet Investment, and if such Hedging Arrangement is a swap, not greater than the Net Investment Receivables Balance related to such swap. On each Delivery Funding Date, the notional balance of the Hedging Arrangement any swap shall be in an amount equal to the Required Notional Amount and, in the case of a swap, not exceeding the Net Receivables Balance related to such swap (including any Receivables to be added in connection with on such FundingFunding Date). The form, form and structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer (Administrative Agent and which, unless such Hedging Agreement is a cap agreement, shall be submitted to the Note Insurer for its prior review) Collateral Agent and must be in full force and effect at all times during which the Net Receivables Balance Investment is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 2.15 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty With respect to a each Funding, the related Hedging Arrangement shall have provide that (a) the strike rate, if such Hedging Arrangement is an interest rate cap agreement, and (b) the fixed rate, if such Hedging Arrangement is a long-term unsecured debt rating from Moody’s and S&P of at least “A2” and “A,” respectivelyswap, is 11.50% less than the weighted average Annual Percentage Rate on the Receivables related to such Funding. With respect to any Hedging ArrangementArrangement that is an interest rate cap, the related amortization schedule shall be calculated using an ABS prepayment speed of no greater than 1.25%. With respect to any Hedging Arrangement that is a swap, (i) on and after the Termination Date or the occurrence of a Termination and Amortization Event or Potential Poential Termination and Amortization Event, the Note Insurer Collateral Agent shall have the right, in its sole discretion, to direct the Debtor’s 's actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an “Interest Rate Cap” and collectively, the “Interest Rate Caps”): (i) any such counterparty thereto not rated at least “A” by S&P or “A2” by Moody’s shall be approved in writing by the Note Insurer, Moody’s and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount thereunder shall amortize according to the scheduled amortization of the Receivables funded on the related Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the aggregate notional amount of such Hedging Arrangement together with all other Hedging Arrangements then in effect must equal the Required Notional Amount; (vii) such Hedging Arrangement must be in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (viii) the Effective Date shall be no later than the Delivery DateAgent.

Hedging Arrangements. The Debtor shall (ai) at or prior to -------------------- the time of any Receivables DeliveryFunding, provide to the Note InsurerAgent, the Administrative Agent and the Collateral Agent an Officer’s 's Certificate stating that the Servicer Collection Agent has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (bii) in connection with any Servicer’s 's Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Agent, the Administrative Agent and the Collateral Agent, and with respect to which the Debtor shall be the beneficiary, in respect of an aggregate notional amount at least equal to the Required Notional AmountNet Investment, and if such Hedging Arrangement is a swap, not greater than the Net Investment Receivables Balance related to such swap. On each Delivery Funding Date, the notional balance of the Hedging Arrangement shall be in an amount at least equal to the Required Notional Amount Net Investment and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables to be added in connection with such Funding). The form, form and structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer (Agent, the Administrative Agent and which, unless such Hedging Agreement is a cap agreement, shall be submitted to the Note Insurer for its prior review) Collateral Agent and must be in full force and effect at all times during which the Net Receivables Balance Investment is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor pursuant to Section 2.16 2.15 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangement shall have a longshort-term unsecured debt credit rating from Moody’s Xxxxx'x and S&P of at least “A2” "P-1" and “A,” "A- 1+", respectively. With respect to each Funding, the related Hedging Arrangement shall provide that (a) the strike rate, if such Hedging Arrangement is an interest rate cap agreement, and (b) the fixed rate, if such Hedging Arrangement is a swap, is 11.00% less than the weighted average Annual Percentage Rate on the Receivables related to such Funding. The related amortization schedule of the Hedging Arrangement shall be calculated using an ABS prepayment speed of no greater than 0%. With respect to any Hedging Arrangement, (i) on and after the Termination Date or the occurrence of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer Agent shall have the right, in its sole discretion, to direct the Debtor’s 's actions with respect thereto and (ii) the related amortization schedule shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an “Interest Rate Cap” and collectively, the “Interest Rate Caps”): (i) any such counterparty thereto not rated at least “A” by S&P or “A2” by Moody’s shall be approved in writing by the Note Insurer, Moody’s and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount thereunder shall amortize according to the scheduled amortization of the Receivables funded on the related Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the aggregate notional amount of such Hedging Arrangement together with all other Hedging Arrangements then in effect must equal the Required Notional Amount; (vii) such Hedging Arrangement must be in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (viii) the Effective Date shall be no later than the Delivery DateAgent.

Hedging Arrangements. The Debtor Issuer shall (ai) at or prior to the time of any Receivables DeliveryFunding, provide to the Note Insurer, Agent and the Collateral Agent an Officer’s Certificate stating that the Servicer has Hedging Arrangements in place satisfying the conditions of this Section 5.3 as set forth below, and (bii) in connection with any Servicer’s Certificate provided hereunder and to the extent not previously provided, provide an executed copy of all existing Hedging Arrangements, which Hedging Arrangements shall be satisfactory to the Agent and the Collateral Agent, and with respect to which the Debtor Issuer shall be the beneficiary, in respect of an aggregate notional amount at least equal to the Required Notional AmountNet Investment, and if such Hedging Arrangement is a swap, not greater than the Net Investment Receivables Balance related to such swap. On each Delivery Funding Date, the notional balance of the Hedging Arrangement shall be in an amount at least equal to the Required Notional Amount Net Investment and, in the case of a swap, not exceeding the Net Receivables Balance (including any Receivables to be added in connection with such Funding). The form, form and structure and counterparty to each Hedging Arrangement shall be acceptable to the Note Insurer (Agent and which, unless such Hedging Agreement is a cap agreement, shall be submitted to the Note Insurer for its prior review) Collateral Agent and must be in full force and effect at all times during which the Net Receivables Balance Investment is greater than zero (however such required amount may be reduced for the period of time between the pricing and the funding of a structured financing utilizing receivables released to the Debtor Issuer pursuant to Section 2.16 2.15 hereof by the Aggregate Outstanding Balance of such Receivables). Any counterparty to a Hedging Arrangement shall have a longshort-term unsecured debt credit rating from Moody’s Xxxxx’x and S&P of at least “A2P-1” and “A,A-1”, respectively, and a long-term credit rating from Xxxxx’x and S&P of at least “A1” and “A+”, respectively. With respect to any each Funding, the related Hedging ArrangementArrangement shall provide that the strike rate (if such Hedging Arrangement is an interest rate cap agreement) or the fixed rate (if such Hedging Arrangement is a swap agreement) does not cause the difference, expressed as a percentage, of (i) the product of (A) the weighted average APR of all Eligible Receivables owned by the Issuer as of such date (including all Eligible Receivables to be transferred to the Issuer on and after such Funding Date) multiplied by (B) the occurrence difference between (1) 1.00 minus (2) the Delinquency Ratio as of a Termination and Amortization Event or Potential Termination and Amortization Event, the Note Insurer shall have the right, in its sole discretion, to direct the Debtor’s actions with respect thereto and such Funding Date over (ii) the sum of (A) Fee Percentage for the Settlement Period during which such Funding Date occurs plus (B) such strike rate or fixed rate (as applicable) plus (C) the Usage Fee relating to the Settlement Period during which such Funding Date occurs, to be less than 9.0%. The related amortization schedule of the Hedging Arrangement shall be calculated using an ABS prepayment speed of no greater than 0.5% and shall be approved by the Note Insurer. Any Hedging Arrangement relating to a Receivables Delivery which is an interest rate cap agreement shall consist of the following requirements (each interest rate cap agreement meeting the following requirements, an “Interest Rate Cap” and collectively, the “Interest Rate Caps”): (i) any such counterparty thereto not rated at least “A” by S&P or “A2” by Moody’s shall be approved in writing by the Note Insurer, Moody’s and S&P; (ii) each Interest Rate Cap shall be documented in form and substance reasonably acceptable to the Note Insurer; (iii) the strike rate of any Interest Rate Cap shall be set at a level that will not result in a Net Spread Deficiency; (iv) all amounts payable by the counterparty thereunder shall be required to be paid by such counterparty directly to the Collection Account; (v) the notional amount thereunder shall amortize according to the scheduled amortization of the Receivables funded on the related Delivery Date assuming zero prepayments and zero defaults with respect to such Receivables; (vi) the aggregate notional amount of such Hedging Arrangement together with all other Hedging Arrangements then in effect must equal the Required Notional Amount; (vii) such Hedging Arrangement must be in effect for at least as long as the latest maturing Receivables securing the Net Investment; and (viii) the Effective Date shall be no later than the Delivery DateAgent.