Common use of Hedge Transfer Clause in Contracts

Hedge Transfer. (a) Senior Secured Notes Creditors or Senior Secured Financing Creditors holding at least a simple majority of the relevant Senior Secured Creditor Liabilities (the "Acquiring Hedge Creditors") may, after an Acceleration Event which is continuing, by giving not less than ten days’ notice to the Security Agent (with the first notice to prevail in the event that more than one set of Creditors serves such a notice), require a Hedge Transfer in respect of the Super-Priority Hedging Liabilities: (i) if either: (A) the Acquiring Hedge Creditors require, at the same time, a Super Senior Lender Liabilities Transfer under Clause 3.8 (Option to purchase); or (B) the Acquiring Hedge Creditors require that Hedge Transfer at any time on or after the Super Senior Lender Discharge Date; and (ii) if: (A) that transfer is lawful and otherwise permitted by the terms of the relevant Hedging Agreements, in which case no Debtor or other member of the Group party to the relevant Hedging Agreements shall be entitled to withhold its consent to that transfer (and, without prejudice to the foregoing, the Company shall procure such consent from any member of the Group that is not a Party); (B) any conditions (other than the consent of, or any consultation with, any Debtor or other member of the Group) relating to that transfer contained in the relevant Hedging Agreements are complied with; (C) each Super-Priority Hedge Counterparty is paid (in the case of a positive number) or pays (in the case of a negative number) an amount equal to the aggregate of (1) the Hedging Purchase Amount in respect of the hedging transactions under the relevant Hedging Agreement at that time, and (2) all costs and expenses (including legal fees) incurred by such Super-Priority Hedge Counterparty as a consequence of giving effect to that transfer; (D) as a result of that transfer, the Super-Priority Hedge Counterparties have no further actual or contingent liability to any Debtor under such Hedging Agreements; (E) an indemnity is provided from each of the Acquiring Hedge Creditors (other than any Senior Agent) which is receiving (or for which a nominee is receiving) that transfer (or from another third party acceptable to the relevant Hedge Counterparty) in a form reasonably satisfactory to the relevant Super-Priority Hedge Counterparty in respect of all losses which may be sustained or incurred by that Super-Priority Hedge Counterparty in consequence of any sum received or recovered by that Super- Priority Hedge Counterparty being required (or it being alleged that it is required) to be paid back by or clawed back from the Super-Priority Hedge Counterparty for any reason; and (F) that transfer is made without recourse to, or representation or warranty from, the relevant Super-Priority Hedge Counterparty, except that the relevant Super-Priority Hedge Counterparty shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer. (b) The Acquiring Hedge Creditors and any Super-Priority Hedge Counterparty may agree (in respect of the Hedging Agreements (or one or more of them) to which that Super-Priority Hedge Counterparty is a party) that a Hedge Transfer required by the Acquiring Hedge Creditors pursuant to paragraph (a) above shall not apply to that Hedging Agreement(s) or to the Hedging Liabilities and Super- Priority Hedge Counterparty Obligations under that Hedging Agreement(s). (c) If the Acquiring Hedge Creditors are entitled to require a Hedge Transfer under this Clause 3.9, the Hedge Counterparties shall at the request of a Senior Agent (on behalf of the Acquiring Hedge Creditors) provide details of the amounts referred to in paragraph (a)(ii)(C) above.

Hedge Transfer. (a) Senior Secured Notes Creditors or the Senior Secured Financing Creditors holding at least a simple majority of the relevant Bridge Creditors (a) Each Senior Secured Creditor Liabilities (the "Acquiring Hedge Creditors") Bridge/Notes Representative may, after an Acceleration Event which is continuing, by giving not less than ten 10 days’ notice to the Security Agent (with the first notice to prevail in the event that more than one set of Creditors serves such a notice)Agent, require a Hedge Transfer in respect of the Super-Priority Hedging LiabilitiesTransfer: (i) if either: (A) some or all of the Acquiring Hedge Senior Secured Bridge/Notes Creditors require, at the same time, a Super Senior Lender Liabilities Transfer under Clause 3.8 3.10 (Option to purchase: Senior Secured Notes Creditors or Senior Secured Bridge Creditors); or (B) some or all of the Acquiring Hedge Senior Secured Bridge/Notes Creditors require that Hedge Transfer at any time on or after the Super Senior Lender Discharge Date; and (ii) if: (A) that transfer is lawful and otherwise permitted by the terms of the relevant Hedging Agreements, Agreements in which case no Debtor or other member of the Group party to the relevant Hedging Agreements shall be entitled to withhold its consent to that transfer (and, without prejudice to the foregoing, the Company shall procure such consent from any member of the Group that is not a Party)transfer; (B) any conditions (other than the consent of, or any consultation with, any Debtor or other member of the Group) relating to that transfer contained in the relevant Hedging Agreements are complied with; (C) each Super-Priority Hedge Counterparty is paid (in the case of a positive number) or pays (in the case of a negative number) an amount equal to the aggregate of of; (1) the Hedging Purchase Amount in respect of the hedging transactions under the relevant Hedging Agreement at that time, and ; and (2) all costs and expenses (including legal fees) incurred by such Super-Priority Hedge Counterparty as a consequence of giving effect to that transfer; (D) as a result of that transfer, the Super-Priority Hedge Counterparties have no further actual or contingent liability to any Debtor under such the Hedging Agreements; (E) an indemnity is provided from each purchasing Senior Secured Bridge/Notes Creditor (but, for the avoidance of the Acquiring Hedge Creditors (other than doubt, this does not include any Senior AgentSecured Bridge/Notes Representative(s)) which is receiving (or for which a nominee is receiving) that transfer (or from another third party acceptable to the relevant Hedge Counterparty) in a form reasonably satisfactory to the relevant Super-Priority Hedge Counterparty in respect of all losses which may be sustained or incurred by that Super-Priority Hedge Counterparty in consequence of any sum received or recovered by that Super- Priority Hedge Counterparty being required (or it being alleged that it is required) to be paid back by or clawed back from the Super-Priority Hedge Counterparty for any reason; and (F) that transfer is made without recourse to, or representation or warranty from, the relevant Super-Priority Hedge Counterparty, except that the relevant Super-Priority Hedge Counterparty shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer. (b) The Acquiring Hedge Creditors Senior Secured Bridge/Notes Representative(s) (acting on behalf of all the purchasing Senior Secured Bridge/Notes Creditors, acting as a whole) and any Super-Priority Hedge Counterparty may agree (in respect of the Hedging Agreements (or one or more of them) to which that Super-Priority Hedge Counterparty is a party) that a Hedge Transfer required by all the Acquiring Hedge purchasing Senior Secured Bridge/Notes Creditors (acting as a whole) pursuant to paragraph (a) above shall not apply to that Hedging Agreement(s) or to the Hedging Liabilities and Super- Priority Hedge Counterparty Obligations under that Hedging Agreement(s). (c) If the Acquiring Hedge Creditors are entitled to require a Hedge Transfer under this Clause 3.9, the Hedge Counterparties shall at the request of a Senior Agent (on behalf of the Acquiring Hedge Creditors) provide details of the amounts referred to in paragraph (a)(ii)(C) above.

Hedge Transfer. (Pari Passu Creditors‌ a) Senior Secured Notes Creditors Each Pari Passu Bond Trustee (on behalf of some or Senior Secured Financing Creditors holding at least a simple majority all of the relevant Senior Secured Creditor Liabilities Pari Passu Bondholders) and/or some or all of the Pari Passu Facility Lenders (the "Acquiring Hedge Purchasing Secured Creditors") maymay after a Distress Event, after an Acceleration Event which is continuinghaving given each Pari Passu Bond Trustee and all Pari Passu Facility Lenders the opportunity to participate in such purchase, by giving not less than ten (10) days’ ' notice to the Security Agent (with the first notice to prevail in the event that more than one set of Creditors serves such a notice)Agent, require a Hedge Transfer in respect of the Super-Priority Hedging Liabilities:Transfer:‌ (i) if either: (A) the Acquiring Hedge Creditors require, at the same time, a Super Senior Lender Liabilities Transfer under Clause 3.8 (Option to purchase); or (B) the Acquiring Hedge Creditors require that Hedge Transfer at any time on or after the Super Senior Lender Discharge Date; and (ii) if: (A) that transfer is lawful and otherwise permitted by the terms of the relevant Hedging Agreements, Agreements in which case no Debtor or other member of the Group party to the relevant Hedging Agreements shall be entitled to withhold its consent to that transfer (and, without prejudice to the foregoing, the Company shall procure such consent from any member of the Group that is not a Party)transfer; (B) any conditions (other than the consent of, or any consultation with, any Debtor or other member of the Group) relating to that transfer contained in the relevant Hedging Agreements are complied with; (C) each Super-Priority Hedge Counterparty is paid (in the case of a positive number) or pays (in the case of a negative number) an amount equal to the aggregate of (1i) the Hedging Purchase Amount in respect of the hedging transactions under the relevant Hedging Agreement at that time, time and (2ii) all costs and expenses (including legal fees) incurred by such Super-Priority Hedge Counterparty as a consequence of giving effect to that transfer; (D) as a result of that transfer, the Super-Priority Hedge Counterparties have no further actual or contingent liability to any Debtor under such the Hedging Agreements; (E) an indemnity is provided from each of the Acquiring Hedge Purchasing Secured Creditors (other than any Senior Agent) which is receiving (or for which a nominee is receiving) that transfer (or from another third party acceptable to the relevant Hedge Counterparty) in a form reasonably satisfactory to the relevant Super-Priority Hedge Counterparty in respect of all losses which may be sustained or incurred by that Super-Priority Hedge Counterparty in consequence of any sum received or recovered by that Super- Priority Hedge Counterparty being required (or it being alleged that it is required) to be paid back by or clawed back from the Super-Priority Hedge Counterparty for any reason; and (F) that transfer is made without recourse to, or representation or warranty from, the relevant Super-Priority Hedge Counterparty, except that the relevant Super-Priority Hedge Counterparty shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer. (b) The Acquiring Hedge Purchasing Secured Creditors and any Super-Priority Hedge Counterparty may agree (in respect of the Hedging Agreements (or one or more of them) to which that Super-Priority Hedge Counterparty is a party) that a Hedge Transfer required by the Acquiring Hedge Purchasing Secured Creditors pursuant to paragraph (a) above shall not apply to that Hedging Agreement(s) or to the Hedging Liabilities and Super- Priority Hedge Counterparty Obligations under that Hedging Agreement(s). (c) If the Acquiring Hedge Creditors are entitled to require a Hedge Transfer under this Clause 3.9, the Hedge Counterparties shall at the request of a Senior Agent (on behalf of the Acquiring Hedge Creditors) provide details of the amounts referred to in paragraph (a)(ii)(C) above.

Hedge Transfer. Senior Secured Notes Creditors (a) The Senior Secured Notes Creditors or Trustees (on behalf of the purchasing Senior Secured Financing Creditors holding at least a simple majority of the relevant Senior Secured Creditor Liabilities (the "Acquiring Hedge Creditors"Noteholders) may, after an Acceleration Event which is continuing, by giving not less than ten days’ notice to the Security Agent (with the first notice to prevail in the event that more than one set of Creditors serves such a notice)Agent, require a Hedge Transfer in respect of the Super-Priority Hedging LiabilitiesTransfer: (i) if either: (A) some or all of the Acquiring Hedge Senior Secured Notes Creditors require, at the same time, a Super Senior Lender Liabilities Transfer under Clause 3.8 3.10 (Option to purchase: Senior Secured Notes Creditors); or (B) some or all of the Acquiring Hedge Senior Secured Notes Creditors require that Hedge Transfer at any time on or after the Super Senior Lender Discharge Date; and (ii) if: (A) that transfer is lawful and otherwise permitted by the terms of the relevant Hedging Agreements, Agreements in which case no Debtor Debtor, Third Party Security Provider or other member of the Group party to the relevant Hedging Agreements Company shall be entitled to withhold its consent to that transfer (and, without prejudice to the foregoing, the Company shall procure such consent from any member of the Group that is not a Party)transfer; (B) any conditions (other than the consent of, or any consultation with, any Debtor Debtor, Third Party Security Provider or other member of the GroupGroup Company) relating to that transfer contained in the relevant Hedging Agreements are complied with; (C) each Super-Priority Hedge Counterparty is paid (in the case of a positive number) or pays (in the case of a negative number) an amount equal to the aggregate of (1I) the Hedging Purchase Amount in respect of the hedging transactions under the relevant Hedging Agreement at that time, time and (2II) all costs and expenses (including legal fees) incurred by such Super-Priority Hedge Counterparty as a consequence of giving effect to that transfer; (D) as a result of that transfer, the Super-Priority Hedge Counterparties have no further actual or contingent liability to any Debtor under such the Hedging Agreements; (E) an indemnity is provided from each purchasing Senior Secured Notes Creditor (but, for the avoidance of the Acquiring Hedge Creditors (other than doubt, this does not include any Senior AgentSecured Notes Trustee) which is receiving (or for which a nominee is receiving) that transfer (or from another third party acceptable to the relevant Hedge Counterparty) in a form reasonably satisfactory to the relevant Super-Priority Hedge Counterparty in respect of all losses which may be sustained or incurred by that Super-Priority Hedge Counterparty in consequence of any sum received or recovered by that Super- Priority Hedge Counterparty being required (or it being alleged that it is required) to be paid back by or clawed back from the Super-Priority Hedge Counterparty for any reason; and; (F) that transfer is made without recourse to, or representation or warranty from, the relevant Super-Priority Hedge Counterparty, except that the relevant Super-Priority Hedge Counterparty shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer; and (G) the Second Lien Creditors have not exercised their rights under Clause 7.18 (Hedge Transfer: Second Lien Creditors) or Clause 8.16 (Hedge Transfer: Senior Unsecured Creditors) (as applicable) or, having exercised such rights, have failed to complete the Hedge Transfer concerned in accordance with Clause 7.18 (Hedge Transfer: Second Lien Creditors) or Clause 8.15 (Option to purchase: Senior Unsecured Creditors) (as applicable). (b) The Acquiring Hedge Creditors Senior Secured Notes Trustees (acting on behalf of all the purchasing Senior Secured Noteholders, acting as a whole) and any Super-Priority Hedge Counterparty may agree (in respect of the Hedging Agreements (or one or more of them) to which that Super-Priority Hedge Counterparty is a party) that a Hedge Transfer required by all the Acquiring Hedge purchasing Senior Secured Notes Creditors (acting as a whole) pursuant to paragraph (a) above shall not apply to that Hedging Agreement(s) or to the Hedging Liabilities and Super- Priority Hedge Counterparty Obligations under that Hedging Agreement(s). (c) If the Acquiring Hedge Creditors are entitled to require a Hedge Transfer under this Clause 3.9, the Hedge Counterparties shall at the request of a Senior Agent (on behalf of the Acquiring Hedge Creditors) provide details of the amounts referred to in paragraph (a)(ii)(C) above.

Hedge Transfer. Second Lien Creditors (a) Senior Secured Notes Creditors or Senior Secured Financing Creditors holding at least The Second Lien Creditor Representative(s) (on behalf of all the Second Lien Creditors, acting as a simple majority of the relevant Senior Secured Creditor Liabilities (the "Acquiring Hedge Creditors"whole) may, after an Acceleration Event which is continuing, by giving not less than ten days’ notice to the Security Agent (with the first notice to prevail in the event that more than one set of Creditors serves such a notice)Agent, require a Hedge Transfer in respect of the Super-Priority Hedging LiabilitiesTransfer: (i) if either: (A) the Acquiring Hedge Second Lien Creditors require, at the same time, a Super Senior Lender Secured Creditor Liabilities Transfer under Clause 3.8 7.17 (Option to purchase: Second Lien Creditors); or (B) all the Acquiring Hedge Creditors Second Lien Lenders and the Second Lien Noteholders (acting as a whole) require that Hedge Transfer at any time on or after the Super Senior Lender Secured Discharge Date; and (ii) if: (A) that transfer is lawful and otherwise permitted by the terms of the relevant Hedging Agreements, Agreements in which case no Debtor or other member of the Group party to the relevant Hedging Agreements Company or Third Party Security Provider shall be entitled to withhold its consent to that transfer (and, without prejudice to the foregoing, the Company shall procure such consent from any member of the Group that is not a Party)transfer; (B) any conditions (other than the consent of, or any consultation with, any Debtor Debtor, Third Party Security Provider or other member of the GroupGroup Company) relating to that transfer contained in the relevant Hedging Agreements are complied with; (C) each Super-Priority Hedge Counterparty is paid (in the case of a positive number) or pays (in the case of a negative number) an amount equal to the aggregate of of: (1I) the Hedging Purchase Amount in respect of the hedging transactions under the relevant Hedging Agreement at that time, ; and (2II) all costs and expenses (including legal fees) incurred by such Super-Priority Hedge Counterparty as a consequence of giving effect to that transfer; (D) as a result of that transfer, the Super-Priority Hedge Counterparties have no further actual or contingent liability to any Debtor or Third Party Security Provider under such the Hedging Agreements; (E) an indemnity is provided from each Second Lien Creditor (but for the avoidance of doubt this does not include the Acquiring Hedge Creditors (other than any Senior AgentSecond Lien Creditor Representative(s)) which is receiving (or for which a nominee is receiving) that transfer (or from another third party acceptable to the relevant Hedge Counterparty) in a form reasonably satisfactory to the relevant Super-Priority Hedge Counterparty in respect of all losses which may be sustained or incurred by that Super-Priority Hedge Counterparty in consequence of any sum received or recovered by that Super- Priority Hedge Counterparty being required (or it being alleged that it is required) to be paid back by or clawed back from the Super-Priority Hedge Counterparty for any reason; and (F) that transfer is made without recourse to, or representation or warranty from, the relevant Super-Priority Hedge Counterparty, except that the relevant Super-Priority Hedge Counterparty shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer. (b) The Acquiring Hedge Creditors Second Lien Creditor Representative(s) (acting on behalf of the Second Lien Creditors) and any Super-Priority Hedge Counterparty may agree (in respect of the Hedging Agreements (or one or more of them) to which that Super-Priority Hedge Counterparty is a party) that a Hedge Transfer required by all the Acquiring Hedge Second Lien Creditors (acting as a whole) pursuant to paragraph (a) above shall not apply to that Hedging Agreement(s) or to the Hedging Liabilities and Super- Priority Hedge Counterparty Obligations under that Hedging Agreement(s). (c) If the Acquiring Hedge Creditors Second Lien Creditor Representative(s) are entitled to require a Hedge Transfer under this Clause 3.97.18, the Hedge Counterparties shall at the request of a Senior Agent (on behalf of the Acquiring Hedge CreditorsSecond Lien Creditor Representative(s) provide details of the amounts referred to in paragraph (a)(ii)(C) above.