Adjustment of Mandatory Prepayments. If the making of any Mandatory Prepayment (an "Original Mandatory Prepayment") would result in a payment (a "Hedge Reduction Payment") becoming due to any Hedge Counterparty pursuant to paragraph (d) of Clause 4.13 (Total Interest Rate Hedging), the amount of that Mandatory Prepayment will be reduced so that the aggregate of:
(a) the reduced Mandatory Prepayment; and
(b) each Hedge Reduction Payment which would result from that reduced Mandatory Prepayment is equal to the amount of the Original Mandatory Prepayment.]12
4. Hedge Counterparties and Hedging Liabilities
Adjustment of Mandatory Prepayments. If the making of any mandatory prepayment by any member of the Group in respect of any of the Senior Lender Liabilities, the Senior Notes Liabilities, the Permitted Second Lien Financing Liabilities, the Senior Parent Notes Liabilities, the Permitted Senior Financing Liabilities, the Permitted Parent Financing Liabilities and/or the Operating Facility Liabilities (an "Original Mandatory Prepayment") would directly or indirectly result in a payment (a "Hedge Reduction Payment") being made to any Hedge Counterparty as a consequence of any close-out or termination (in whole or in part) which is intended to ensure that the maximum aggregate notional amount of any hedging does not exceed the maximum aggregate amount of any indebtedness or the exposure the subject of that hedging, if elected by the Parent, the maximum aggregate amount of the mandatory prepayment required to be made by the Group will be reduced so that the aggregate of:
(a) the amount of the reduced mandatory prepayment; and
(b) each Hedge Reduction Payment which would result from that reduced mandatory payment, A44420063 is equal to the amount of the Original Mandatory Prepayment.
Adjustment of Mandatory Prepayments. (a) If the making of any Mandatory Prepayment (an "Original Mandatory Prepayment") would result in a payment (a "Hedge Reduction Payment") becoming due to any Hedge Counterparty pursuant to paragraph (c) of Clause
Adjustment of Mandatory Prepayments. (a) Subject to paragraph (b) below, each Senior Secured Creditor agrees that, in relation to any Original Mandatory Prepayment, such prepayment shall be applied to the Senior Secured Creditors (other than a Hedge Counterparty) (to the extent required by the terms of the Senior Secured Finance Documents to which such Senior Secured Creditors are a party) on a pro rata basis (and any requirement in any Senior Secured Finance Document to make such mandatory prepayment shall be reduced accordingly).
(b) If the making of a mandatory prepayment required under a Senior Secured Finance Document would result in (i) a payment becoming due to any Hedge Counterparty; or (ii) the notional amount of any outstanding Hedging Liabilities exceeding the outstanding principal amount under any Senior Secured Finance Document (other than a Hedging Agreement) to which the Debtor determines such Hedging Liabilities relate (the Relevant Debt), the relevant Debtor may reduce the amount of such Original Mandatory Prepayment so that the aggregate of:
(i) the reduced mandatory prepayment; and
(ii) the amount required to be paid to any Hedge Counterparty or which the Debtor has elected to apply in close-out of the relevant Hedging Liabilities to reduce the notional amount thereof to the outstanding principal amount of the Relevant Debt, is equal to the amount of the Original Mandatory Prepayment and no Default or Event of Default shall arise under any Debt Document to the extent that any mandatory prepayment is adjusted in accordance with this paragraph (b).
(c) For the purpose of this Clause 13.7, Original Mandatory Prepayment means any Disposal Proceeds, Insurance Proceeds, IPO Proceeds and/or excess cash required to be applied in mandatory prepayment of the Senior Secured Liabilities in accordance with the terms of the Senior Secured Finance Documents.
Adjustment of Mandatory Prepayments. (which shall include, without limitation, the execution of any assignments, transfers, releases or other documents that the Security Agent may consider to be necessary to give effect to the releases or disposals contemplated by those Clauses); and
Adjustment of Mandatory Prepayments. For the avoidance of doubt, each Senior Creditor agrees that, notwithstanding any other provision of this Agreement, in relation to any mandatory prepayment (other than as a result of a Change of Control (defined in the Senior Facilities Agreement) (or any similar or equivalent term in the Bond Terms), illegality (or any similar or equivalent mandatory prepayment obligation) or any other mandatory prepayment which, by its terms, requires repayment, prepayment or other discharge of a single creditor only) and/or any prepayment, redemption, reduction or discharge (or any similar or equivalent transaction) of any Senior Liabilities from any Proceeds, no default or event of default under any Senior Finance Document and/or Bond Document will occur (or be deemed to have occurred) if the relevant proceeds are applied (without prejudice to or in any way limiting any other application that is permitted to be made under any such Senior Finance Document and/or Bond Document) to the Senior Creditors (excluding any Hedge Counterparty or and any Cash Management Provider) on a pro rata basis in accordance with the Senior Facilities Agreement (and any requirement in any Senior Finance Document to make such mandatory prepayment and/or prepayment, redemption, reduction or discharge (or any similar or equivalent transaction) shall be deemed to have been discharged to the extent so applied.
Adjustment of Mandatory Prepayments. For the avoidance of doubt, each Senior Secured Creditor agrees that, in relation to any Senior Mandatory Prepayment, such prepayment shall be applied to the Senior Secured Creditors (other than a Hedge Counterparty) (to the extent required by the terms of the Senior Secured Finance Documents to which such Senior Secured Creditors are a party) on a pro rata basis (and any requirement in any Senior Secured Finance Document to make such Senior Mandatory Prepayment shall be reduced accordingly).
Adjustment of Mandatory Prepayments. If the making of any Senior Mandatory Prepayment (an “Original Mandatory Prepayment”) would result in a payment (a “Hedge Reduction Payment”) becoming due to any Hedge Counterparty pursuant to paragraph (d) of Clause 4.12 (Total Interest Rate Hedging), the amount of that Senior Mandatory Prepayment will be reduced so that the aggregate of:
(a) the reduced Senior Mandatory Prepayment; and
(b) each Hedge Reduction Payment which would result from that reduced Senior Mandatory Payment, is equal to the amount of the Original Mandatory Prepayment.
Adjustment of Mandatory Prepayments. If the making of any mandatory prepayment by any member of the Group in respect of any of the Super Senior Liabilities, Senior Liabilities, the Senior Parent Notes Liabilities, the Permitted Parent Financing Liabilities and/or the Operating Facility Liabilities (an “Original Mandatory Prepayment”) would directly or indirectly result in a payment (a “Hedge Reduction Payment”) being made to any Hedge Counterparty as a consequence of any close- out or termination (in whole or in part) which is intended to ensure that the maximum aggregate notional amount of any hedging does not exceed the maximum aggregate amount of any indebtedness or the exposure the subject of that hedging, if elected by the Parent, the maximum aggregate amount of the mandatory prepayment required to be made by the Group will be reduced so that the aggregate of:
(a) the amount of the reduced mandatory prepayment; and
(b) each Hedge Reduction Payment which would result from that reduced mandatory payment 117 is equal to the amount of the Original Mandatory Prepayment.
Adjustment of Mandatory Prepayments of the Intercreditor Agreement, but in each case without increasing the total amount required to be so applied.
