Common use of Permitted Enforcement: Hedge Counterparties Clause in Contracts

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to a Distress Event, the Issuer has certified to that Hedge Counterparty that the termination or close-out would not result in a breach of the Senior Secured Notes Indenture if at the time any Senior Secured Notes remain outstanding; (ii) if a Distress Event has occurred; (iii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement); (II) an event similar in meaning and effect to a Force Majeure Event (as defined in paragraph ‎(B) below), has occurred in respect of that Hedging Agreement; or (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement not based on an ISDA Master Agreement, any substantially similar event has occurred; (iv) if an Event of Default has occurred under Section 6.01(a)(6) (Events of Default) of the Senior Secured Notes Indenture and is continuing in relation to a Debtor that is a party to that Hedging Agreement; (v) if the Senior Secured Required Holders (excluding the Hedge Counterparties) give prior Consent to that termination or close-out being made; (vi) on or following a refinancing (or repayment) and cancellation in full of the Secured Liabilities; (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities to the relevant Hedge Counterparty and the Senior Secured Notes Creditor Liabilities owed by that Debtor upon such terms as are specified in the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuing. (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 Business Days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d) of Clause ‎21.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part all hedging transactions under that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (d) After the occurrence of an Insolvency Event in relation to a Debtor, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor to: (i) prematurely close-out or terminate any Hedging Liabilities of that Debtor; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor in respect of any Hedging Liabilities; (iii) exercise any right of set-off or take or receive any Payment in respect of any Hedging Liabilities of that Debtor; or (iv) claim and prove in the liquidation of that Debtor for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a A Hedge Counterparty may terminate terminate, reduce or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to a Distress Event, the Issuer has certified to that Hedge Counterparty that the termination or close-out would not result in a breach of the Senior Secured Notes Indenture if at the time any Senior Secured Notes remain outstanding; (ii) if a Distress Event has occurred; (iiiii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (Ia) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (IIb) an event similar in meaning and effect to a “Force Majeure Event Event” (as defined in paragraph ‎(B(B) below), has occurred in respect of that Hedging Agreement; or; (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in paragraphs (A) or (B) above has occurredoccurred under and in respect of that Hedging Agreement; (iviii) if an Event of Default has occurred and is continuing under Section 6.01(a)(6either clause 26.6 (Insolvency), clause 26.7 (Insolvency proceedings) or clause 26.8 (Creditors Process) of the RCF Facility Agreement (or the equivalent provisions of any other Credit Facility Documents), paragraphs (k) and (l) of section 6.01 (Events of Default) of the Senior Secured Notes Indenture and is continuing or the equivalent provisions of any Pari Passu Debt Document in relation to a Debtor that which is a party to that Hedging Agreement; (viv) if the Majority Super Senior Secured Required Holders Creditors (excluding the Hedge Counterparties) and Majority Senior Secured Creditors give prior Consent written consent to that termination or close-out being made; (vi) on or following a refinancing (or repayment) and cancellation in full of the Secured Liabilities; (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viiiv) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities to the relevant Hedge Counterparty and the relevant Debtor consensually agree to close out a transaction under a Hedging Agreement and no Default is continuing under any Credit Facility Document, Senior Secured Notes Creditor Liabilities owed by Document or Pari Passu Debt Document or would result from that Debtor upon such terms as are specified in the relevant Hedging Agreementaction; or (xivi) an Enforcement Event has occurred and is continuingif the Hedge Counterparties cease to be secured under the Transaction Security Documents or to be guaranteed under the Credit Facility Document, in each case, without their consent. (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived or unremedied for more than 10 14 Business Days after notice of that default has been given by to the relevant Hedge Counterparty to Debtor under that Debtor and Hedging Agreement, with a copy to the Security Agent pursuant to paragraph ‎(d(i) of Clause ‎21.3 23.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, may terminate or close-out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging AgreementAgreement (excluding, for the avoidance of doubt, any enforcement of the Transaction Security). (dc) After the occurrence of an Insolvency Event in relation to a Debtorany member of the Group, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor member of the Group to: (i) prematurely close-out or terminate any Hedging Liabilities under any Hedging Agreement with that member of that Debtorthe Group owing to it in accordance with the terms of the relevant Hedging Agreement; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor member of the Group in respect of any Hedging LiabilitiesLiabilities owing to it; (iii) exercise any right of set-off as between any Hedging Liabilities or take or receive any Payment in respect of any Hedging Liabilities of that Debtormember of the Group owing to it; or (iv) claim and prove in the liquidation of that Debtor member of the Group for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to a Distress Senior Acceleration Event, the Issuer Parent has certified to that Hedge Counterparty that the that termination or close-close out would not result in a breach of the Senior Secured Notes Indenture if at the time terms of any Senior Secured Notes remain outstandingDebt Document; (ii) if a Distress Senior Acceleration Event has occurredoccurred and is continuing; (iii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (II) an event similar in meaning and effect to a “Force Majeure Event Event” (as defined in paragraph ‎(B(B) below), has occurred in respect of that Hedging Agreement; or; (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in paragraph (A) or (B) above has occurredoccurred under and in respect of that Hedging Agreement; (iv) if an Insolvency Event of Default has occurred under Section 6.01(a)(6) (Events of Default) of the Senior Secured Notes Indenture and is continuing in relation to a Debtor that which is a party to that Hedging Agreement; (v) subject to Clause 4.13 (On or after Senior Lender Discharge Date/Senior Debt Discharge Date), if the Majority Senior Secured Required Holders (excluding Creditors and the Hedge Counterparties) member of the Group party to the relevant Hedging Agreement give prior Consent consent to that termination or close-out being made;; or (vi) on for the purpose of ensuring that the aggregate notional amount of all hedging entered into by the Group with one or following a refinancing (or repayment) and cancellation in full of the Secured Liabilities; (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any more hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation counterparty in respect of any Debtor has occurred in which the successor company specific indebtedness or other exposure does not assume both Hedging Liabilities exceed the maximum aggregate amount of that indebtedness or other exposure from time to time (in each case to the relevant Hedge Counterparty and extent agreed by the Senior Secured Notes Creditor Liabilities owed by member of the Group party to that Debtor upon such terms as are specified Hedging Agreement, it being noted that the Group may wish to enter into basis rate swaps and/or other arrangements which may result in the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuingnotional amount of hedging being increased as part of a general hedging strategy). (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 five Business Days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d(i) of Clause ‎21.3 22.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (enforced, or that any formal steps are being taken to enforce the Transaction Security), in each case in accordance with the terms of this Agreement and the relevant Security Documents, shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (dc) After the occurrence of an Insolvency Event in relation to a Debtorany Group Company, to the extent permitted by the relevant Hedging Agreement, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor Group Company to: (i) prematurely close-out or terminate any Hedging Liabilities of that DebtorGroup Company in accordance with the terms of the relevant Hedging Agreement; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor Group Company in respect of any relevant Hedging Liabilities; (iii) exercise any right of set-off or take or receive any Payment in respect of any relevant Hedging Liabilities of that DebtorGroup Company; or (iv) claim and prove in the liquidation of that Debtor Group Company for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent that it is able to do so under the relevant Hedging Agreement and this Agreement, a any Hedge Counterparty may terminate or close-close out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to a Distress Event, the Issuer has certified to that Hedge Counterparty that the termination or close-out would not result in a breach of the Senior Secured Notes Indenture if at the time any Senior Secured Notes remain outstanding; (ii) if a Distress Event has occurred; (iiiii) if: (A) if an Insolvency Event has occurred in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement); (II) an event similar in meaning and effect to a Force Majeure Event (as defined in paragraph ‎(B) below), has occurred in respect of that Hedging Agreement; or (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement not based on an ISDA Master Agreement, any substantially similar event has occurred; (iv) if an Event of Default has occurred under Section 6.01(a)(6) (Events of Default) of the Senior Secured Notes Indenture and is continuing in relation to a relevant Debtor that is a party to that Hedging Agreement; (viii) if the Senior Secured Required Holders (excluding the Hedge Counterparties) give prior Consent to that termination or close-out being made; (vi) on or following a refinancing (or repayment) and cancellation in full of the Secured Liabilities; (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an any Event of Default has occurred under Section 6.01(a)(9)(iireferred to in clause 26.6 (Insolvency) or clause 26.7 (Events of DefaultInsolvency proceedings) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Facilities Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities relation to the relevant Hedge Counterparty and the Senior Secured Notes Creditor Liabilities owed by Debtor party to that Debtor upon such terms as are specified in the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuing. (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, if the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 ten (10) Business Days after the date on which notice of that default has been given to the Security Agent; (v) if a Hedging Force Majeure has occurred in respect of that Hedging Agreement; (vi) to the extent that such termination or close-out is required or is necessary to enable the Company to comply with Clause 4.13 (Hedged Amount); (vii) in respect of Hedging Liabilities under Hedging Agreements which incorporate by reference the amendments set out in the attachment to the ISDA 2013 EMIR NFC Representation Protocol, if an Additional Termination Event (as defined in the relevant Hedging Agreement) occurs pursuant to section (iii)(2) of such attachment; (viii) with effect from the Senior Facilities Discharge Date ; (ix) upon the occurrence of the sale of all or substantially all of the business and assets of the Group, whether in a single transaction or a series of related transactions to an entity or entities which are not members of the Group; (x) in accordance with a close out or termination right which arises pursuant to section 1.5 (No fault termination right) of the ISDA Benchmarks Supplement, to the extent incorporated by reference into the relevant Hedging Agreement; (xi) if the Hedge Counterparty or its Affiliate (as applicable) ceases to have any Corresponding Commitment under the Senior Facilities Agreement as a result of the Lender exercising its right to require the Agent to cancel its Commitments and declare the participation of that Lender in all outstanding Utilisations and Ancillary Outstandings, together with accrued interest and all other amounts accrued under the Finance Documents, immediately due and payable in accordance with clause 11.1 (Exit) of the Senior Facilities Agreement (provided that the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d) of Clause ‎21.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, may only terminate or close-close out in whole or in part all hedging transactions under Hedging Agreements entered into in connection with its Corresponding Commitment under the Senior Facilities Agreement), or for any other reason with agreement from the relevant Debtor that is a party to that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (d) After the occurrence of an Insolvency Event in relation to a Debtor, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor to: (i) prematurely close-out or terminate any Hedging Liabilities of that Debtor; (iixii) make if the Hedge Counterparty or its Affiliate (as applicable) ceases to have any Corresponding Commitment under the Senior Facilities Agreement as a demand under any guaranteeresult of the operation of paragraphs (a)(i) or (a)(ii) of clause 39.7 (Replacement of a Lender) or paragraphs (a)(i), indemnity (a)(ii) or other assurance against loss given by that Debtor in respect (a)(iii) of any Hedging Liabilities; clause 10.4 (iii) exercise any right of set-off or take or receive any Payment in respect of any Hedging Liabilities of that Debtor; or (iv) claim and prove in the liquidation of that Debtor for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a A Hedge Counterparty may terminate or close-close out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to a Distress Event, the Issuer has certified to that Hedge Counterparty that the termination or close-out would not result in a breach of the Senior Secured Notes Indenture if at the time any Senior Secured Notes remain outstanding; (ii) if a Distress Event has occurred; (iiiii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I1) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (II2) an event similar in meaning and effect to a Force Majeure Event (as defined in paragraph ‎(B) belowthe 2002 ISDA Master Agreement), has occurred in respect of that Hedging Agreement; or; (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in paragraphs (A) or (B) above has occurred under and in respect of that Hedging Agreement; (iii) if an Insolvency Event has occurred; (iv) if an Event of Default has occurred under Section 6.01(a)(6) (Events of Default) any hedging arrangement undertaken pursuant to a Hedging Agreement becomes speculative in the opinion of the Senior Secured Notes Indenture and is continuing in relation to a relevant Debtor that is a party to that Hedging Agreement(acting reasonably); (v) if the Liabilities in respect of which the Hedging Agreement has been entered into are repaid, prepaid or cancelled in whole or in part, provided that any termination or close out is pro rata to the amount so repaid, prepaid or cancelled; or (vi) subject to Clause 4.13 (On or after relevant Discharge Date), if the Majority Senior Secured Required Holders (excluding the Hedge Counterparties) Creditors give prior Consent consent to that termination or close-out being made; (vi) on or following a refinancing (or repayment) and cancellation in full of the Secured Liabilities; (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities to the relevant Hedge Counterparty and the Senior Secured Notes Creditor Liabilities owed by that Debtor upon such terms as are specified in the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuing. (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 Business Days 14 days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent Trustee pursuant to paragraph ‎(d(g) of Clause ‎21.3 21.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able entitled to do so under the relevant Hedging Agreement, terminate or close-close out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent Trustee has given notice to that Hedge Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (dc) After the occurrence of an Insolvency Event in relation to a Debtorany member of the Group, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor member of the Group to: (i) prematurely close-close out or terminate any Hedging Liabilities Agreement with that member of that Debtorthe Group owing to it; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor member of the Group in respect of any Hedging LiabilitiesLiabilities owing to it; (iii) exercise any right of set-set off or take or receive any Payment in respect of any Hedging Liabilities of that Debtormember of the Group owing to it; or (iv) claim and prove in the liquidation of that Debtor member of the Group for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to if a Distress Event, the Issuer Senior Acceleration Event has certified to that Hedge Counterparty that the termination or close-out would not result in a breach of the Senior Secured Notes Indenture if at the time any Senior Secured Notes remain outstandingoccurred and is continuing; (ii) if a Distress Event has occurred; (iii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I1) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (II2) an event similar in meaning and effect to a “Force Majeure Event Event” (as defined in paragraph ‎(B(B) below), has occurred in respect of that Hedging Agreement; or; (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in paragraphs (A) or (B) above has occurredoccurred under and in respect of that Hedging Agreement; (iviii) if an Insolvency Event of Default has occurred under Section 6.01(a)(6) (Events of Default) of the Senior Secured Notes Indenture and is continuing in relation to a Debtor that which is a party to that Hedging Agreement; (viv) subject to Clause 4.13 (On or after Senior Lender Discharge Date/Senior Debt Discharge Date), if the Majority Senior Secured Required Holders (excluding Creditors and the Hedge Counterparties) member of the Group party to the relevant Hedging Agreement give prior Consent consent to that termination or close-out being made;; or (viv) on for the purpose of ensuring that the aggregate notional amount of all hedging entered into by the Group with one or following a refinancing (or repayment) and cancellation in full of the Secured Liabilities; (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any more hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation counterparty in respect of any Debtor has occurred in which the successor company specific indebtedness or other exposure does not assume both Hedging Liabilities exceed 110% of the maximum aggregate amount of that indebtedness or other exposure from time to time (in each case to the relevant Hedge Counterparty and extent agreed by the Senior Secured Notes Creditor Liabilities owed by member of the Group party to that Debtor upon such terms as are specified Hedging Agreement, it being noted that the Group may wish to enter into basis rate swaps and/or other arrangements which may result in the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuingnotional amount of hedging being increased as part of a general hedging strategy). (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 five Business Days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d(m) of Clause ‎21.3 22.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (enforced, or that any formal steps are being taken to enforce the Transaction Security), in each case in accordance with the terms of this Agreement and the relevant Security Documents, shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (dc) After the occurrence of an Insolvency Event in relation to a Debtorany Group Company, to the extent permitted by the relevant Hedging Agreement, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor Group Company to: (i) prematurely close-out or terminate any Hedging Liabilities of that DebtorGroup Company in accordance with the terms of the relevant Hedging Agreement; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor Group Company in respect of any relevant Hedging Liabilities; (iii) exercise any right of set-off or take or receive any Payment in respect of any relevant Hedging Liabilities of that DebtorGroup Company; or (iv) claim and prove in the liquidation of that Debtor Group Company for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to a Distress Senior Acceleration Event, the Issuer Parent has certified to that Hedge Counterparty that the that termination or close-close out would not result in a breach of the Senior Secured Notes Indenture if at the time terms of any Senior Secured Notes remain outstandingDebt Document; (ii) if a Distress Senior Acceleration Event has occurredoccurred and is continuing; (iii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (II) an event similar in meaning and effect to a "Force Majeure Event Event" (as defined in paragraph ‎(B(B) below), has occurred in respect of that Hedging Agreement; or; (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as A44420063 defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in paragraph (A) or (B) above has occurredoccurred under and in respect of that Hedging Agreement; (iv) if an Insolvency Event of Default has occurred under Section 6.01(a)(6) (Events of Default) of the Senior Secured Notes Indenture and is continuing in relation to a Debtor that which is a party to that Hedging Agreement; (v) subject to Clause 4.13 (On or after Senior Lender Discharge Date/Senior Debt Discharge Date), if the Majority Senior Secured Required Holders (excluding Creditors and the Hedge Counterparties) member of the Group party to the relevant Hedging Agreement give prior Consent consent to that termination or close-out being made; (vi) on for the purpose of ensuring that the aggregate notional amount of all hedging entered into by the Group with one or following a refinancing more Hedge Counterparty in respect of any specific indebtedness or other exposure does not exceed the maximum aggregate amount of that indebtedness or other exposure from time to time (or repayment) and cancellation in full each case to the extent agreed by the member of the Secured Liabilities;Group party to that Hedging Agreement, it being noted that the Group may wish to enter into basis rate swaps and/or other arrangements which may result in the notional amount of hedging being increased as part of a general hedging strategy); or (vii) in accordance with a close-out or termination right which arises pursuant to Section 1.5 (No fault termination right) of the 2006 ISDA Definitions Benchmarks Annex to the ISDA Benchmarks Supplement, to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities to the relevant Hedge Counterparty and the Senior Secured Notes Creditor Liabilities owed incorporated by that Debtor upon such terms as are specified in reference into the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuing. (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 five Business Days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d(i) of Clause ‎21.3 22.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (enforced, or that any formal steps are being taken to enforce the Transaction Security), in each case in accordance with the terms of this Agreement and the relevant Security Documents, shall be entitled to exercise any right it might otherwise have to xxx sue for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (dc) After the occurrence of an Insolvency Event in relation to a Debtorany Group Company or Third Party Security Provider, to the extent permitted by the relevant Hedging Agreement, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor Group Company or Third Party Security Provider to:: A44420063 (i) prematurely close-out or terminate any Hedging Liabilities of that DebtorGroup Company or Third Party Security Provider in accordance with the terms of the relevant Hedging Agreement; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor Group Company or Third Party Security Provider in respect of any relevant Hedging Liabilities; (iii) exercise any right of set-off or take or receive any Payment in respect of any relevant Hedging Liabilities of that DebtorGroup Company or Third Party Security Provider; or (iv) claim and prove in the liquidation of that Debtor Group Company or Third Party Security Provider for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement and is not otherwise prohibited by this Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under and in accordance with the terms of that Hedging Agreement prior to its stated maturity: (i) if, at any time prior to a Distress Event, provided that, if applicable, the Issuer Company has certified to that Hedge Counterparty that the that termination or close-close out would not result in a breach of the Senior Secured Notes Indenture if at the time any Senior Secured Notes remain outstandingminimum hedging requirements under any Finance Documents; (ii) if a Distress Event has occurred; (iii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I1) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (II2) an event similar in meaning and effect to a Force Majeure Event (as defined in paragraph ‎(B(B) below), has occurred in respect of that Hedging Agreement; or; (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in paragraphs (A) or (B) above has occurred;occurred under and in respect of that Hedging Agreement; and (iv) if an Insolvency Event of Default has occurred under Section 6.01(a)(6) (Events of Default) of the Senior Secured Notes Indenture and is continuing in relation to a Debtor that which is a party to that Hedging Agreement; (v) subject to Clause 5.13 (On or After Senior Lender Discharge Date/Senior Secured Notes Discharge Date), if the Majority Pari Passu Creditors and Majority Super Senior Secured Required Holders (excluding the Hedge Counterparties) Creditors give prior Consent consent to that termination or close-out being made;; or (vi) on for the purpose of ensuring the aggregate outstanding notional amount of all hedging entered into by the Group with one or following a refinancing (or repayment) and cancellation in full of the Secured Liabilities; (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that more Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation Counterparties in respect of any Debtor has occurred in which the successor company specific indebtedness or exposure does not assume both Hedging Liabilities exceed the maximum aggregate amount of that indebtedness or other exposure from time to time (in each case to the relevant Hedge Counterparty and extent agreed by the Senior Secured Notes Creditor Liabilities owed by member of the Group party to that Debtor upon such terms as are specified Hedging Agreement either in the relevant that Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuingAgreement or otherwise). (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 five (5) Business Days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d(l) of Clause ‎21.3 22.3 (Notification of prescribed eventsPrescribed Events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be entitled to exercise any right it might otherwise have to xxx sue for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (dc) After To the extent permitted under applicable law, after the occurrence of an Insolvency Event in relation to a DebtorEvent, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor Obligor, Material Subsidiary or Third Party Security Provider to: (i) prematurely close-out or terminate any Hedging Liabilities of that Debtoran Obligor, Material Subsidiary or Third Party Security Provider; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor Obligor, Material Subsidiary or Third Party Security Provider in respect of any Hedging Liabilities; (iii) exercise any right of set-off or take or receive any Payment in respect of any Hedging Liabilities of that DebtorObligor, Material Subsidiary or Third Party Security Provider; or (iv) claim and prove in the liquidation of that Debtor Obligor, Material Subsidiary or Third Party Security Provider for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to a Distress Senior Acceleration Event, the Issuer Parent has certified to that Hedge Counterparty that the that termination or close-close out would not result in a breach of the Senior Secured Notes Indenture if at the time terms of any Senior Secured Notes remain outstandingDebt Document; (ii) if a Distress Senior Acceleration Event has occurredoccurred and is continuing; (iii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (II) an event similar in meaning and effect to a "Force Majeure Event Event" (as defined in paragraph ‎(B(B) below), has occurred in respect of that Hedging Agreement; or; (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as A44420063 defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in paragraph (A) or (B) above has occurredoccurred under and in respect of that Hedging Agreement; (iv) if an Insolvency Event of Default has occurred under Section 6.01(a)(6) (Events of Default) of the Senior Secured Notes Indenture and is continuing in relation to a Debtor that which is a party to that Hedging Agreement; (v) subject to Clause 4.13 (On or after Senior Lender Discharge Date/Senior Debt Discharge Date), if the Majority Senior Secured Required Holders (excluding Creditors and the Hedge Counterparties) member of the Group party to the relevant Hedging Agreement give prior Consent consent to that termination or close-out being made; (vi) on for the purpose of ensuring that the aggregate notional amount of all hedging entered into by the Group with one or following a refinancing more Hedge Counterparty in respect of any specific indebtedness or other exposure does not exceed the maximum aggregate amount of that indebtedness or other exposure from time to time (or repayment) and cancellation in full each case to the extent agreed by the member of the Secured Liabilities;Group party to that Hedging Agreement, it being noted that the Group may wish to enter into basis rate swaps and/or other arrangements which may result in the notional amount of hedging being increased as part of a general hedging strategy); or (vii) in accordance with a close-out or termination right which arises pursuant to Section 1.5 (No fault termination right) of the 2006 ISDA Definitions Benchmarks Annex to the ISDA Benchmarks Supplement, to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities to the relevant Hedge Counterparty and the Senior Secured Notes Creditor Liabilities owed incorporated by that Debtor upon such terms as are specified in reference into the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuing. (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 five Business Days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d(i) of Clause ‎21.3 22.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (enforced, or that any formal steps are being taken to enforce the Transaction Security), in each case in accordance with the terms of this Agreement and the relevant Security Documents, shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (dc) After the occurrence of an Insolvency Event in relation to a Debtorany Group Company or Third Party Security Provider, to the extent permitted by the relevant Hedging Agreement, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor Group Company or Third Party Security Provider to:: A44420063 (i) prematurely close-out or terminate any Hedging Liabilities of that DebtorGroup Company or Third Party Security Provider in accordance with the terms of the relevant Hedging Agreement; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor Group Company or Third Party Security Provider in respect of any relevant Hedging Liabilities; (iii) exercise any right of set-off or take or receive any Payment in respect of any relevant Hedging Liabilities of that DebtorGroup Company or Third Party Security Provider; or (iv) claim and prove in the liquidation of that Debtor Group Company or Third Party Security Provider for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a A Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Hedge Agreement prior to its stated maturity: (i) if, prior to a Distress Event, the Issuer Company has certified to that Hedge Counterparty that the such termination or close-out would not result in a breach of the Senior Secured Notes Indenture if at the time any term of any Senior Secured Notes remain outstanding; Facilities Document, Pari Passu Debt Document, Second Lien Debt Documents or Additional Unsecured Debt Documents, (ii) if a Distress Event has occurred; , (iii) if: if (A) in relation to a Hedging Hedge Agreement which is based on the 1992 ISDA Master Agreement: : (I) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement); ; or (II) an event similar in meaning and effect to a Force Majeure Event (as defined in paragraph ‎(Bclause (B) below), has occurred in respect of that Hedging Hedge Agreement; or , (B) in relation to a Hedging Hedge Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or Hedge Agreement or (C) in relation to a Hedging Hedge Agreement which is not based on an ISDA Master Agreement, any substantially event similar event has occurred; to the events listed in (A) and (B) of this clause, (iv) if an Insolvency Event of Default has occurred under Section 6.01(a)(6) (Events of Default) of the Senior Secured Notes Indenture and is continuing in relation to a Debtor that which is a party to that Hedging Hedge Agreement; , (v) if the Senior Secured Required Holders (excluding the Hedge Counterparties) give prior Consent to that termination or close-out being made; (vi) on or immediately following a refinancing (or repayment) and cancellation in full of the Senior Secured Liabilities; (vii) Facilities Obligations, the Pari Passu Debt Obligations, Second Lien Debt Obligations or the Additional Unsecured Debt Obligations, to the extent that such Obligations are the subject of the relevant Hedge Agreement or (vi) subject to Section 4.12, if the relevant Instructing Group (excluding the Hedge Counterparties except after the Senior Secured Facilities Discharge Date and the Pari Passu Debt Discharge Date) give prior consent to that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities to the relevant Hedge Counterparty and the Senior Secured Notes Creditor Liabilities owed by that Debtor upon such terms as are specified in the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuingbeing made. (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Hedge Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 Business Days five days after notice of that default failure has been given by to the Security Agent, the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d) of Clause ‎21.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Hedge Agreement, terminate or close-out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and Hedge Agreement and (ii) unless and until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities Obligations due under that Hedging Hedge Agreement. (dc) After the occurrence of an Insolvency Event in relation to a any Debtor, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor to: to (i) prematurely close-out or terminate any Hedging Liabilities Obligations of that Debtor; , in each case pursuant to and in accordance with the terms of the relevant Hedge Agreement, (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor in respect of any Hedging Liabilities; Obligations, to the extent permitted to do so under, and in accordance with, such guarantee, indemnity or other assurance, (iii) exercise any right of set-off or take or receive any Payment in respect of any Hedging Liabilities Obligations of that Debtor; or Debtor or (iv) claim and prove in the liquidation any Insolvency Proceeding of that Debtor for the Hedging Liabilities Obligations owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to a Distress Event, the Issuer Parent has certified to that Hedge Counterparty that the that termination or close-out would not result in a breach of clause 27.19 (Treasury Transactions) of the Original Senior Facilities Agreement or any equivalent clause in any other Facilities Agreement or the Senior Secured Notes Indenture if at the time Indenture(s) pursuant to which any Senior Secured Notes remain outstanding, provided that the Parent shall not withhold its certification for any reason other than where such breach would occur as a result of such termination or close-out; (ii) if a Distress Event has occurred; (iii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I1) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (II2) an event similar in meaning and effect to a Force Majeure Event (as defined in referred to sub-paragraph ‎(B(B) below), has occurred in respect of that Hedging Agreement; or; (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a any Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in sub-paragraph (A) or (B) above has occurredoccurred under and in respect of that Hedging Agreement; (iv) if an Event of Default has occurred under Section 6.01(a)(6either clause 28.7 (Insolvency) or clause 28.8 (Events of DefaultInsolvency Proceedings) of the Original Senior Secured Notes Indenture Facilities Agreement has occurred and is continuing in each case in relation to a Debtor that which is a party to that Hedging Agreement or an equivalent event similar in meaning and effect has occurred under the equivalent provisions of any Senior Secured Notes Indenture or other Facilities Agreement; (v) if the Majority Senior Secured Required Holders (excluding Creditors and the Hedge Counterparties) member of the Group party to the relevant Hedging Agreement give prior Consent consent to that termination or close-out being made;; and (vi) on or immediately following a refinancing (or repayment) and and/or cancellation in full of the Senior Lender Liabilities relating to the same Senior Finance Documents, the Senior Secured Liabilities; (vii) Notes Liabilities relating to the same Senior Secured Notes Finance Documents, to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities to the relevant Hedge Counterparty and the Senior Secured Notes Creditor Liabilities owed by that Debtor upon such terms as are specified in the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuingAgreement was entered into to hedge such Liabilities. (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 five Business Days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d(g) of Clause ‎21.3 22.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part all hedging transactions under that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (d) After the occurrence of an Insolvency Event in relation to a Debtor, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor to: (i) prematurely close-out or terminate any Hedging Liabilities of that Debtor; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor in respect of any Hedging Liabilities; (iii) exercise any right of set-off or take or receive any Payment in respect of any Hedging Liabilities of that Debtor; or (iv) claim and prove in the liquidation of that Debtor for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a A Hedge Counterparty may terminate or close-close out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to a Distress Event, the Issuer has certified to that Hedge Counterparty that the termination or close-out would not result in a breach of the Senior Secured Notes Indenture if at the time any Senior Secured Notes remain outstanding; (ii) if a Distress Event has occurred; (iiiii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I1) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (II2) an event similar in meaning and effect to a Force Majeure Event (as defined in paragraph ‎(B) belowthe 2002 ISDA Master Agreement), has occurred in respect of that Hedging Agreement; or; (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in paragraphs (A) or (B) above has occurred under and in respect of that Hedging Agreement; (iii) if an Insolvency Event has occurred; (iv) if an Event of Default has occurred under Section 6.01(a)(6) (Events of Default) any hedging arrangement undertaken pursuant to a Hedging Agreement becomes speculative in the opinion of the Senior Secured Notes Indenture and is continuing in relation to a relevant Debtor that is a party to that Hedging Agreement(acting reasonably); (v) if the Liabilities in respect of which the Hedging Agreement has been entered into are repaid, prepaid or cancelled in whole or in part, provided that any termination or close out is pro rata to the amount so repaid, prepaid or cancelled; or (vi) subject to Clause 4.13 (On or after relevant Discharge Date), if the Majority Senior Secured Required Holders (excluding the Hedge Counterparties) Creditors give prior Consent consent to that termination or close-out being made; (vi) on or following a refinancing (or repayment) and cancellation in full of the Secured Liabilities; (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities to the relevant Hedge Counterparty and the Senior Secured Notes Creditor Liabilities owed by that Debtor upon such terms as are specified in the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuing. (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 Business Days 14 days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent Trustee pursuant to paragraph ‎(d(g) of Clause ‎21.3 22.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able entitled to do so under the relevant Hedging Agreement, terminate or close-close out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent Trustee has given notice to that Hedge Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (dc) After the occurrence of an Insolvency Event in relation to a Debtorany member of the Group, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor member of the Group to: (i) prematurely close-close out or terminate any Hedging Liabilities Agreement with that member of that Debtorthe Group owing to it; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor member of the Group in respect of any Hedging LiabilitiesLiabilities owing to it; (iii) exercise any right of set-set off or take or receive any Payment in respect of any Hedging Liabilities of that Debtormember of the Group owing to it; or (iv) claim and prove in the liquidation of that Debtor member of the Group for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) ifsubject to paragraph (ii) below, at any time prior to the occurrence of a Distress Event, Event provided that the Issuer Company has certified to that the Hedge Counterparty that the that termination or close-close out would not result in a breach of the Senior Secured Notes Indenture if at Facilities Agreement or the time any Senior Secured Notes remain outstandingBond Terms; (ii) if a Distress Event has occurred; (iii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement); (II) an event similar in meaning and effect to a Force Majeure Event (as defined in paragraph ‎(B) below), has occurred in respect of that Hedging Agreement; or; (Biii) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect connection with any discontinuation of that Hedging Agreement; or (C) in relation to a Hedging Agreement not based on an ISDA Master Agreement, any substantially similar event has occurredother applicable base rate; (iv) if an Event of Default has occurred under Section 6.01(a)(6) (Events of Default) of the Senior Secured Notes Indenture Majority Instructing Creditors and is continuing in relation to a Debtor that is a party to that Hedging Agreement; (v) if the Senior Secured Required Holders (excluding the Hedge Counterparties) Company give prior Consent consent to that termination or of close-out being made; (viv) on or promptly following a refinancing (or refinancing, repayment) and , prepayment and/or cancellation in full of all or any part of the Secured Senior Liabilities;, to the extent that the relevant Hedging Agreement was entered into to hedge all or any part of such indebtedness or any rate or other exposure in connection therewith; or (vi) for the purpose of ensuring that the aggregate outstanding notional amount of all hedging entered into by the Debtors with one or more Hedge Counterparties in respect of any specific indebtedness or exposure does not exceed the aggregate amount of that indebtedness or other exposure from time to time. (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount)if a Distress Event has occurred; (viii) if an Event of Default has occurred under Section 6.01(a)(9)(iiclause 22.6 (Insolvency) or clause 22.7 (Events of DefaultInsolvency proceedings) of the Senior Secured Notes Indenture and is continuing for three months from Facilities Agreement (or the date of occurrence of that Event of Default (subject to the cure equivalent provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this AgreementBond Terms) in respect of such Event of Default has been delivered); (x) if relation to a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities is party to the relevant Hedge Counterparty and the Senior Secured Notes Creditor Liabilities owed by that Debtor upon such terms as are specified in the relevant Hedging Agreement; or (xiix) an Enforcement Event has occurred if the Majority Instructing Creditors and is continuingthe Company give prior consent to that termination or close-out being made. (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 Business Days 30 days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d(g) of Clause ‎21.3 22.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (dc) After the occurrence of an Insolvency Event in relation to a Debtorany Debtor or member of the Group, provided that such Insolvency Event also constitutes an Event of Default, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor or member of the Group to: (i) prematurely close-out or terminate any Hedging Liabilities of that DebtorDebtor or member of the Group; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor or member of the Group in respect of any Hedging Liabilities; (iii) exercise any right of set-off or take or receive any Payment in respect of any Hedging Liabilities of that DebtorDebtor or member of the Group; or (iv) claim and prove in the liquidation of that Debtor or member of the Group for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to if a Distress Event, the Issuer Senior Acceleration Event has certified to that Hedge Counterparty that the termination or close-out would not result in a breach of the Senior Secured Notes Indenture if at the time any Senior Secured Notes remain outstandingoccurred and is continuing; (ii) if a Distress Event has occurred; (iii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I1) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (II2) an event similar in meaning and effect to a “Force Majeure Event Event” (as defined in paragraph ‎(B(B) below), has occurred in respect of that Hedging Agreement; or; (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in paragraphs (A) or (B) above has occurredoccurred under and in respect of that Hedging Agreement; (iviii) if an Insolvency Event of Default has occurred under Section 6.01(a)(6) (Events of Default) of the Senior Secured Notes Indenture and is continuing in relation to a Debtor that which is a party to that Hedging Agreement; (viv) subject to Clause 4.13 (On or after Senior Debt Discharge Date), if the Majority Senior Secured Required Holders (excluding Creditors and the Hedge Counterparties) member of the Group party to the relevant Hedging Agreement give prior Consent consent to that termination or close-out being made;; or (viv) on for the purpose of ensuring that the aggregate notional amount of all hedging entered into by the Group with one or following a refinancing (or repayment) and cancellation in full of the Secured Liabilities; (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount); (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any more hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation counterparties in respect of any Debtor has occurred in which the successor company specific indebtedness or other exposure does not assume both Hedging Liabilities exceed the maximum aggregate amount of that indebtedness or other exposure from time to time (in each case to the relevant Hedge Counterparty and extent agreed by the Senior Secured Notes Creditor Liabilities owed by member of the Group party to that Debtor upon such terms as are specified Hedging Agreement, it being noted that the Group may wish to enter into basis rate swaps and/or other arrangements which may result in the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuingnotional amount of hedging being increased as part of a general hedging strategy). (b) Each Debtor shall have the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 five Business Days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent pursuant to paragraph ‎(d(i) of Clause ‎21.3 22.3 (Notification of prescribed events), the relevant Hedge Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent has given notice to that Hedge Counterparty that the Transaction Security is being enforced (enforced, or that any formal steps are being taken to enforce the Transaction Security), in each case in accordance with the terms of this Agreement and the relevant Security Documents, shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement. (dc) After the occurrence of an Insolvency Event in relation to a Debtorany Group Company, to the extent permitted by the relevant Hedging Agreement, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor Group Company to: (i) prematurely close-out or terminate any Hedging Liabilities of that DebtorGroup Company in accordance with the terms of the relevant Hedging Agreement; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor Group Company in respect of any relevant Hedging Liabilities; (iii) exercise any right of set-off or take or receive any Payment in respect of any relevant Hedging Liabilities of that DebtorGroup Company; or (iv) claim and prove in the liquidation of that Debtor Group Company for the Hedging Liabilities owing to it.

Permitted Enforcement: Hedge Counterparties. (a) To the extent it is able to do so under the relevant Hedging Agreement, a Hedge Hedging Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity: (i) if, prior to a Distress Event, the Issuer Kosmos has certified to that Hedge Hedging Counterparty that the that termination or close-out would not result in a breach of the Senior Secured Notes Indenture if at the time any Senior Secured Notes remain outstandingrelevant Hedging Policy; (ii) if a Distress Event has occurred; (iii) if: (A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement: (I1) an Illegality or Tax Event or Tax Event Upon Merger (each as defined in the 1992 ISDA Master Agreement);; or (II2) an event similar in meaning and effect to a “Force Majeure Event Event” (as defined in paragraph ‎(B(B) below), has occurred in respect of that Hedging Agreement; or (B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or (C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any substantially event similar in meaning and effect to an event described in paragraphs (A) or (B) above has occurredoccurred under and in respect of that Hedging Agreement; (iv) if an Event of Default has occurred under Section 6.01(a)(6either clause 29.6 (Insolvency) or clause 29.7 (Events of DefaultInsolvency proceedings) of the Senior Secured Notes Indenture and is continuing CTA in relation to a Debtor that is a party to that Hedging Agreementthe Borrower; (v) if the Majority Senior Secured Required Holders (excluding the Hedge Counterparties) Creditors give prior Consent consent to that termination or close-out being made; (vi) on or following a refinancing (or repayment) and cancellation in full of the Secured LiabilitiesSenior Lender Refinancing; (vii) to the extent that that termination or close-out is necessary to comply with Clause ‎4.15(b) (Total Interest Rate Hedged Amount and Total Exchange Rate Hedged Amount);the Hedging Policy; or (viii) if an Event of Default has occurred under Section 6.01(a)(9)(ii) (Events of Default) of the Senior Secured Notes Indenture and is continuing for three months from the date of occurrence of that Event of Default (subject to the cure provisions set forth in the Senior Secured Notes Indenture with respect to such Event of Default), provided that, notwithstanding any other provision of this Agreement, that Hedge Counterparty which terminated or closed-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity in reliance on this subparagraph ‎(a)‎(viii) (and not any other subparagraph of this Clause ‎4.9‎(a)) shall not take any Enforcement Action on any Charged Property prior to the date falling 14 days after the end of the three-month period; (ix) if an Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture as in effect at the date of this Agreement Discharge Date has occurred and is continuing for 60 days from the occurrence of such Event of Default under Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture (provided that, for purposes of the termination or close-out right described in this subparagraph (a)(ix), the Event of Default in respect of Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture shall be deemed to have occurred (and the 60-day period referred to in this subparagraph (a)(ix) shall begin to run) from the date of the occurrence of the event described in Section 6.01(a)(5) (Events of Default) of the Senior Secured Notes Indenture regardless of whether the notice referred to in Section 6.01(b) (Events of Default) of the Senior Secured Notes Indenture (as in effect at the date of this Agreement) in respect of such Event of Default has been delivered); (x) if a merger or consolidation in respect of any Debtor has occurred in which the successor company does not assume both Hedging Liabilities to the relevant Hedge Counterparty and the Senior Secured Notes Creditor Liabilities owed by that Debtor upon such terms as are specified in the relevant Hedging Agreement; or (xi) an Enforcement Event has occurred and is continuingoccurred. (b) Each Debtor shall have If the right (but not the obligation) to require a Hedge Counterparty that seeks to terminate a Hedging Agreement to which it is a party pursuant to paragraph (a)(viii) above to novate its rights and obligations under that Hedging Agreement to a third party without any cash payment by the Debtor. Any such novation shall be on the following terms and shall be subject to the relevant conditions: (i) that the novation is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain Security granted to Hedge Counterparties); (ii) the relevant Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such novation; (iii) payment in full in cash of the amount required by the relevant Hedge Counterparty in connection with such novation together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparty as a consequence of giving effect to the novation; (iv) after the novation, the relevant Hedge Counterparty will not be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (v) the transferee in respect of the novation (or, if required by the relevant Hedge Counterparty, a third party acceptable to such Hedge Counterparty) indemnifies that Hedge Counterparty under the relevant Hedging Agreements in respect of all losses which may be sustained or incurred by that Hedge Counterparty as a result of any sum received or recovered by that Hedge Counterparty from any Debtor, any transferee to whom such novation is made or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from that Hedge Counterparty for any reason; and (vi) the relevant novation shall be without recourse to, or warranty from, the relevant Hedge Counterparty under the relevant Hedging Agreements. (c) If a Debtor Borrower has defaulted on any Payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 15 Business Days after notice of that default has been given by the relevant Hedge Counterparty to that Debtor and to the Security Agent Trustee pursuant to paragraph ‎(d(i) of Clause ‎21.3 17.3 (Notification of prescribed events), the relevant Hedge Hedging Counterparty: (i) may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part all any hedging transactions transaction under that Hedging Agreement; and (ii) until such time as the Security Agent Trustee has given notice to that Hedge Hedging Counterparty that the Transaction Security is being enforced (or that any formal steps are being taken to enforce the Transaction Security), shall be entitled to exercise any right it might otherwise have to xxx for, commence or join legal or arbitration proceedings against any Debtor Obligor to recover any Hedging Liabilities due under that Hedging Agreement. (dc) After the occurrence of an Insolvency Event in relation to a Debtoran Obligor or KEI, each Hedge Hedging Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Debtor member of the Group to: (i) prematurely close-out or terminate any Hedging Liabilities of that DebtorObligor; (ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor Obligor in respect of any Hedging Liabilities; (iii) exercise any right of set-off or take or receive any Payment in respect of any Hedging Liabilities of that DebtorObligor; or (iv) claim and prove in the liquidation of that Debtor Obligor for the Hedging Liabilities owing to it.