THEREOF, COPIES OF ANY AND ALL NOTICES, CERTIFICATES, DOCUMENTS, OR
REPORTS DELIVERED TO IT BY THE ORIGINATOR UNDER THE PURCHASE AGREEMENT.
62
Section 5.2
Hedging Agreement.
(A)
IF AT ANY TIME THE AGGREGATE OUTSTANDING LOAN BALANCES OF FIXED
RATE LOANS EXCEEDS 10% OF THE ADJUSTED COLLATERAL BALANCE, THE BORROWER SHALL,
WITH RESPECT ONLY TO SUCH OUTSTANDING LOAN BALANCE OF FIXED RATE LOANS
AGGREGATING IN EXCESS OF 10% OF THE ADJUSTED COLLATERAL BALANCE, ENTER INTO AND
MAINTAIN A HEDGE TRANSACTION WITH A HEDGE COUNTERPARTY WHICH HEDGE TRANSACTION
SHALL: (I) BE IN THE FORM OF INTEREST RATE CAPS HAVING A NOTIONAL AMOUNT EQUAL
TO THE OUTSTANDING LOAN BALANCE OF SUCH FIXED RATE LOANS AND AN AMORTIZATION
SCHEDULE THAT PROVIDES FOR PAYMENTS THROUGH A DATE WHICH IS WITHIN THREE
(3) MONTHS OF THE MATURITY OF THE APPLICABLE FIXED RATE LOANS AND (II) SHALL
PROVIDE FOR PAYMENTS TO THE BORROWER TO THE EXTENT THAT THE LIBO RATE SHALL
EXCEED A RATE AGREED UPON BETWEEN THE MANAGING AGENTS AND THE BORROWER;
PROVIDED, HOWEVER, THAT THE STRIKE RATE SHALL BE LESS THAN THE FIXED COUPON OF
SUCH FIXED RATE LOANS.
(B)
AS ADDITIONAL SECURITY HEREUNDER, THE BORROWER HEREBY ASSIGNS TO
THE ADMINISTRATIVE AGENT, AS AGENT FOR THE SECURED PARTIES, ALL RIGHT, TITLE AND
INTEREST OF THE BORROWER IN ANY AND ALL HEDGING AGREEMENTS, ANY AND ALL HEDGE
TRANSACTIONS, AND ANY AND ALL PRESENT AND FUTURE AMOUNTS PAYABLE BY A HEDGE
COUNTERPARTY TO THE BORROWER UNDER OR IN CONNECTION WITH ITS RESPECTIVE HEDGING
AGREEMENT AND HEDGE TRANSACTION(S) (COLLECTIVELY, THE "HEDGE COLLATERAL"), AND
GRANTS A SECURITY INTEREST TO THE ADMINISTRATIVE AGENT, AS AGENT FOR THE SECURED
PARTIES, IN THE HEDGE COLLATERAL.
THE BORROWER ACKNOWLEDGES THAT, AS A RESULT
OF THAT ASSIGNMENT, THE BORROWER MAY NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE ADMINISTRATIVE AGENT, EXERCISE ANY RIGHTS UNDER ANY HEDGING AGREEMENT OR
HEDGE TRANSACTION, EXCEPT FOR THE BORROWER'S RIGHT UNDER ANY HEDGING AGREEMENT
TO ENTER INTO HEDGE TRANSACTIONS IN ORDER TO MEET THE BORROWER'S OBLIGATIONS
UNDER SECTION 5.2(A) HEREOF.
NOTHING HEREIN SHALL HAVE THE EFFECT OF RELEASING
THE BORROWER FROM ANY OF ITS OBLIGATIONS UNDER ANY HEDGING AGREEMENT OR ANY
HEDGE TRANSACTION, NOR BE CONSTRUED AS REQUIRING THE CONSENT OF THE
ADMINISTRATIVE AGENT OR ANY SECURED PARTY FOR THE PERFORMANCE BY THE BORROWER OF
ANY SUCH OBLIGATIONS.
ARTICLE VI
SECURITY INTEREST
SECTION 6.1
SECURITY INTEREST.
As collateral security for the prompt, complete and indefeasible payment and
performance in full when due, whether by lapse of time, acceleration or
otherwise, of the Obligations, the Borrower hereby assigns, pledges and grants
to the Administrative Agent, as agent for the Secured Parties, a lien on and
security interest in all of the Borrower's right, title and interest in, to and
under (but none of its obligations under) the Collateral, whether now existing
or owned or hereafter arising or acquired by the Borrower, and wherever
located.
The assignment under this Section 6.1 does not constitute and is not
intended to result in a creation or an assumption by the Administrative Agent,