Common use of Permitted Payments Clause in Contracts

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b) below, a Debtor may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); (iii) to the extent that that Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Event of Default or Acceleration Event is continuing at the time of the Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 (Order of application of Group Recoveries); (vi) if the Senior Secured Required Holders give prior Consent to the Payment being made; or (vii) if: (A) the Payment arises from an amendment or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising as a result of an Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuing.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b) below, a Debtor Any member of the Group may at any time make Payments to any Hedge Counterparty in respect Payment of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging AgreementLiabilities: (i) if the Payment is a scheduled Payment arising under the relevant a Hedging Agreement (or another ordinary course payment under a Hedging Agreement, including any payment in relation to fees, costs and expenses) or if the Payment is an Adjustment Payment (as such term is defined in the ISDA Benchmarks Supplement), or (if the Hedging Agreement is not based on an ISDA Master Agreement) any equivalent adjustment payment made pursuant to terms similar in purpose and effect to the ISDA Benchmarks Supplement; (ii) to the extent that that the relevant Debtor’s 's obligation to make the Payment arises as a result of the operation of:: A44420063 (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraph (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s 's obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s 's obligation to make the Payment arises from a Credit Related Close-Out in relation to that a Hedging Agreement; and (B) no Senior Event of Default or Acceleration Event is continuing at the time of the that Payment; (v) subject to Clause 4.13 (On or after Senior Lender Discharge Date/Senior Debt Discharge Date), if the Majority Senior Creditors and the relevant member of the Group give prior consent to the Payment being made; (vi) if the Payment is a Payment pursuant to Clause ‎13.1 14.1 (Order of application application) or Clause 14.2 (Liabilities of Group Recoveries); (vi) if the Senior Secured Required Holders give prior Consent to the Payment being madeParent Debt Issuer); or (vii) if: (A) if the Payment arises from an amendment directly or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising indirectly as a result of an Event any close-out, termination or other similar or equivalent action by a member of Default the Group (provided that the Group will remain in respect compliance with any minimum hedging requirements under the Senior Financing Agreements). (b) Without prejudice to the terms and requirements of any Hedging Agreement, nothing in this Agreement obliges a Hedge Counterparty to make a payment to a Debtor under a Hedging Agreement to which they are both party if any scheduled Payment due from that Debtor to the Hedge Counterparty under that Hedging Agreement is the Defaulting Party or due but unpaid. This provision shall not affect any Payment which is due from a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the to a Debtor as a result of a Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” to which they are both a party being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuingterminated or closed out.

Permitted Payments. Hedging Second Lien Liabilities (a) Subject prior to paragraph ‎(b) belowthe Senior Discharge Date, a Debtor may directly or indirectly make Payments to any Hedge Counterparty Payment directly or indirectly in respect of the Hedging Second Lien Liabilities then due to that Hedge Counterparty under at any Hedging Agreement in accordance with the terms of that Hedging Agreementtime: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); (iii) to the extent that that Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Event of Default or Acceleration Event is continuing at the time of the Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 (Order of application of Group Recoveries); (vi) if the Senior Secured Required Holders give prior Consent to the Payment being made; or (vii) if: (A) the Payment arises from an is of: A44420063 (I) any of the principal amount of the Second Lien Liabilities which is either: (1) not prohibited by the Senior Financing Agreements; or (2) paid on or after the final maturity date of the relevant Second Lien Liabilities (provided that, unless the Senior Lender Discharge Date has occurred or as otherwise agreed by the Majority Senior Lenders and the Parent, such final maturity date does not breach any maturity restrictions applicable to such Second Lien Liabilities in the Senior Financing Agreements (as applicable) (or, in the case of any amendment or waiver permitted under Clause ‎4.6 which has the effect of shortening the maturity date applicable to such Second Lien Liabilities, would not breach any such maturity restrictions applicable to such Second Lien Liabilities in the Senior Financing Agreements (Amendments as applicable) were that Second Lien Liability to be incurred at the time of that amendment and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreementswith that amended maturity date)); or (II) any other amount which is not an amount of principal (including any interest which has been capitalised to become an amount of principal); (B) no Second Lien Payment Stop Notice is outstanding; and (C) no Senior Payment Default has occurred and is continuing; (ii) if the Required Senior Consent has been obtained; (iii) if the Payment arises from is of Permitted Second Lien Financing Agent Liabilities; (iv) of any Notes Security Costs; (v) of costs, commissions, taxes, fees and expenses incurred in respect of or in relation to (or reasonably incidental to) any Permitted Second Lien Financing Documents (including in relation to any reporting or listing requirements under the Permitted Second Lien Financing Documents); (vi) if the Payment is funded directly or indirectly with Permitted Second Lien Financing Debt, Permitted Parent Financing Debt and/or the proceeds of any indebtedness incurred under or pursuant to any Permitted Second Lien Financing Document and/or Senior Parent Notes; (vii) if the Payment is funded directly or indirectly with the proceeds of Qualified Equity Interests or Subordinated Shareholder Funding of the Parent or Available Restricted Payment Amounts; or (viii) if the Payment is of any principal amount of the Second Lien Liabilities (together with any related accrued but unpaid interest) in accordance with a close-out provision in any Permitted Second Lien Financing Agreement which is substantially equivalent to: (A) clause 11.1 (Illegality) of the Senior Facilities Agreement; A44420063 (B) clause 11.8 (Right of cancellation and repayment in relation to a single Lender or termination Issuing Bank) of the Senior Facilities Agreement; or (C) to the extent an equivalent payment has been made (to the extent required) pursuant to the terms of the Senior Financing Agreements (excluding, for this purpose, any Permitted Second Lien Financing Agreement), clause 12.1 (Change of Control) of the Senior Facilities Agreement; or (ix) for so long as a Permitted Second Lien Financing Event of Default is continuing, if the Payment is of all or part of the Second Lien Liabilities as a result of those Second Lien Liabilities being released or otherwise discharged solely in consideration of the issue of shares in the Parent or in any Holding Company of the Parent (each a "Debt for Equity Swap") and provided that no cash or cash equivalent payment is made in respect of the Second Lien Liabilities and any Liabilities owed by a Group Company to another Group Company, the Investors or any other Holding Company of the Parent that arise as a result of any such Debt for Equity Swap are subordinated to the Senior Secured Liabilities pursuant to this Agreement and any Liabilities owed by a Group Company to another Group Company arising as a result of an Event such Debt for Equity Swap are subject to Transaction Security; or (x) of Default any other amount not exceeding USD5,000,000 (or its equivalent in other currencies) in aggregate in any financial year of the Parent; and (b) on or after the Senior Discharge Date, make any Payment directly or indirectly in respect of the Second Lien Liabilities at any time. A reference in this Clause 5.2 to a Payment shall be construed to include any other direct or indirect step, matter, action or dealing in relation to any Second Lien Liabilities which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring are otherwise prohibited under the Hedging Agreement Clause 5.1 (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the ISDA Master AgreementRestriction on Payment: Second Lien Liabilities), in each case provided that no Distress Event has occurred and is continuing.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors and each other member of the Group may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax) (and any provision requiring the payment of any tax credit related to Section 2(d)), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), (and any provision requiring the payment of any tax credit related to Section 2(d)), 8(a) (Payment in the Contractual Currency), 8(b8 (b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s obligation to make the Payment arises from (a) a Credit Related Close-Out or (b) a Consensual Close-Out in relation to that Hedging Agreement; and (B) no Secured Debt Event of Default or Acceleration Event is continuing at the time of the that Payment; (v) if the Majority Super Senior Creditors (excluding the Hedge Counterparties) and Majority Senior Secured Creditors give prior written consent to the Payment being made; or (vi) if the Payment is a Payment pursuant to Clause ‎13.1 15.1 (Order of application of Group Recoveriesapplication);. (vib) No Payment may be made to a Hedge Counterparty under paragraph (a) above if any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid. For the Senior Secured Required Holders give prior Consent avoidance of doubt, no payment will be due and unpaid if a Hedge Counterparty is entitled to withhold any payment pursuant to section 2(a)(iii) of the Payment being made; orrelevant ISDA Master Agreement. (viic) if: Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (Ab) the above shall, without prejudice to Clause 7.4 (Payment arises from an amendment or waiver permitted under Clause ‎4.6 obligations continue), not result in a default (Amendments and waivers: Hedging Agreementshowever described) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising as a result of an Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring that Debtor under the that Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuing.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that the relevant Debtor’s 's obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s 's obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s 's obligation to make the Payment arises from from: (1) a Credit Related Close-Out in relation to that Hedging Agreement; or (2) a Permitted Automatic Early Termination under that Hedging Agreement which arises as a result of an event relating to a Debtor; and (B) no Event of Default or Acceleration Event is continuing at the time of the that Payment or would result from that Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 (Order of application of Group Recoveries); (vi) if the Senior Secured Required Holders give prior Consent to the extent that no Event of Default is continuing or would result from that Payment being made; or (vii) if: (A) and the relevant Debtor's obligation to make the Payment arises from an amendment or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or as a close-out or termination permitted under paragraphs ‎(d) or (f) result of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-close- out or termination arising as a result of: (A) section 5(a)(vii) (Bankruptcy) of an the 1992 ISDA Master Agreement (if the relevant Hedging Agreement is based on a 1992 ISDA Master Agreement) and the Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty; (B) section 5(a)(vii) (Bankruptcy) of the 2002 ISDA Master Agreement (if the relevant Hedging Agreement is based on a 2002 ISDA Master Agreement), ) and the Event of Default (as defined in each case provided that no Distress Event the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty; (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is continuing.not based on an ISDA Master Agreement) and the equivalent event of default has occurred with respect to the relevant Hedge Counterparty; or (D) the relevant Debtor terminating or closing-out the relevant Hedging Agreement as a result of a Hedging Force Majeure and the Termination Event (as defined in the relevant Hedging Agreement in the case of a Hedging Agreement based on an ISDA Master Agreement) or the equivalent termination event (in the case of a Hedging Agreement not based on an ISDA Master Agreement) has occurred with respect to the relevant Hedge Counterparty; or

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b) below, a Debtor Any member of the Group may at any time make Payments to any Hedge Counterparty in respect Payment of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging AgreementLiabilities: (i) if the Payment is a scheduled Payment arising under the relevant a Hedging Agreement (or another ordinary course payment under a Hedging Agreement, including any payment in relation to fees, costs and expenses); (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraph (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that a Hedging Agreement; and (B) no Senior Event of Default or Acceleration Event is continuing at the time of the that Payment; (v) subject to Clause 4.13 (On or after Senior Debt Discharge Date), if the Majority Senior Creditors and the relevant member of the Group give prior consent to the Payment being made; (vi) if the Payment is a Payment pursuant to Clause ‎13.1 14.1 (Order of application application) or Clause 14.2 (Liabilities of Group Recoveries); (vi) if the Senior Secured Required Holders give prior Consent to the Payment being madeParent Debt Issuer); or (vii) if: (A) if the Payment arises from an amendment directly or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising indirectly as a result of an Event any close-out, termination or other similar or equivalent action by a member of Default the Group (provided that the Group will remain in respect compliance with any minimum hedging requirements under the Senior Financing Agreements). (b) Without prejudice to the terms and requirements of any Hedging Agreement, nothing in this Agreement obliges a Hedge Counterparty to make a payment to a Debtor under a Hedging Agreement to which they are both party if any scheduled Payment due from that Debtor to the Hedge Counterparty under that Hedging Agreement is the Defaulting Party or due but unpaid. This provision shall not affect any Payment which is due from a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the to a Debtor as a result of a Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” to which they are both a party being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuingterminated or closed out.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor may the Debtors, the members of the Group and the Third Party Security Providers shall have the right to make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement (or another ordinary course payment under a Hedging Agreement, including any payment in relation to fees, costs and expenses); (ii) to the extent that that the relevant Debtor’s 's obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the relevant Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if that Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s 's obligation to make the Payment arises from a Non-Credit Related Close-Out, or that Payment is made at any time prior to a Senior Acceleration Event or a Senior Secured Notes Acceleration Event; (iv) to the extent that: (A) that the relevant Debtor’s 's obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Senior Event of Default, Super Senior Event of Default or Acceleration Senior Secured Notes Event of Default is continuing at the time of the that Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 14.1 (Order of application of Group RecoveriesApplication - Transaction Security); (vi) 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 Creditors give prior Consent consent to the Payment being made; or (vii) if, at any time prior to a Distress Event, the Payment arises directly or indirectly as a result of any close-out, termination or other similar or equivalent action by a Debtor provided that, if applicable, the Company has certified to the relevant Hedge Counterparty that the termination or close-out would not result in a breach of any minimum hedging requirements under any Finance Documents. (b) No Payment may be made to a Hedge Counterparty under paragraph (a) above if: (Ai) the any scheduled Payment arises due from an amendment or waiver permitted that Hedge Counterparty to a Debtor under Clause ‎4.6 (Amendments a Hedging Agreement to which they are both party is due and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements)unpaid; or (Bii) a Super Senior Acceleration Event, a Senior Acceleration Event, a Senior Secured Notes Acceleration Event, Cash Management Facility Acceleration Event or an Insolvency Event has occurred except from Recoveries distributed in accordance with Clause 14 (Application of Proceeds), unless the consent of the Majority Pari Passu Creditors and Majority Super Senior Creditors is obtained. (c) Failure by a Debtor or Third Party Security Provider to make a Payment arises to a Hedge Counterparty which results solely from the operation of paragraph (b) above shall, without prejudice to Clause 5.4 (Payment Obligations Continue), not result in a default (however described) in respect of that Debtor or Third Party Security Provider under that Hedging Agreement or any other Senior Secured Finance Document, Second Lien Finance Document or Unsecured Finance Document (as applicable). (d) Nothing in this Agreement obliges a Hedge Counterparty to make a payment to a Debtor under a Hedging Agreement to which they are both party if any scheduled Payment due from that Debtor to the Hedge Counterparty under that Hedging Agreement is due and unpaid. For the avoidance of doubt, this provision shall not affect any Payment which is due from a close-out or termination arising Hedge Counterparty to a Debtor as a result of an Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” to which they are both a party being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuingterminated or closed-out.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors and Third Party Security Providers may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in sub-paragraph (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s or Third Party Security Provider’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s or Third Party Security Provider’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Event of Senior Default or Acceleration Event Senior Secured Notes Default is continuing at the time of the that Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 18.1 (Order of application of Group Recoveries); (vi) subject to Clause 5.14 (On or after the Senior Lender Discharge Date/Senior Secured Notes Discharge Date/Second Lien Discharge Date), if the Majority Senior Secured Required Holders Creditors give prior Consent consent to the Payment being made; or (vii) if: (A) to the extent that the relevant Debtor’s or Third Party Security Provider’s obligation to make the Payment arises from an amendment or waiver permitted under out of a reduction in the hedged amount in accordance with Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 5.13 (Terms of Hedging Agreements). (b) No Payment may be made to a Hedge Counterparty under paragraph (a) above if: (i) any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid; or (Bii) a Senior Acceleration Event, a Senior Secured Notes Acceleration Event or an Insolvency Event has occurred except from Group Recoveries distributed in accordance with Clause 18 (Application of Proceeds). (c) Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (b)(i) above shall, without prejudice to Clause 5.4 (Payment arises obligations continue), not result in a default (however described) in respect of that Debtor or Third Party Security Provider under that Hedging Agreement or any other Senior Finance Document. (d) Nothing in this Agreement obliges a Hedge Counterparty to make a payment to a Debtor or Third Party Security Provider under a Hedging Agreement to which they are both party if any scheduled Payment due from that Debtor or Third Party Security Provider to the Hedge Counterparty under that Hedging Agreement is due and unpaid. For the avoidance of doubt, this provision shall not affect any Payment which is due from a close-out Hedge Counterparty to a Debtor or termination arising Third Party Security Provider as a result of an Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” to which they are both a party being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuingterminated or closed out.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) subject to Clause 4.9 (Permitted Enforcement: Hedge Counterparties) to the extent that: (A) that the Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Event of Default or Acceleration Event is continuing at the time of the Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 (Order of application of Group Recoveries); (vi) if the Senior Secured Required Holders give prior Consent to the extent that no Event of Default in respect of a Debtor is continuing or would result from that Payment being made; or (vii) if: (A) and the relevant Debtor’s obligation to make the Payment arises from an amendment or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or as a close-out or termination permitted under paragraphs ‎(d) or (f) result of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising as a result of: (A) section 5(a)(vii) (Bankruptcy) of an the ISDA Master Agreement and the Event of Default (as defined in the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty; or (B) the relevant Debtor terminating or closing-out the relevant Hedging Agreement as a result of which a Hedging Force Majeure and the Hedge Counterparty is the Defaulting Party or a Termination Event (as defined in the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty; or (vi) to the extent that the relevant Debtor’s obligation to meet the Payment arises from its own termination or close out of which the Hedge Counterparty relevant Hedging Agreement where such termination or close out has not resulted in a breach of a Debt Document; (vii) to the extent such Payment is an Affected party occurring under the Hedging Agreement Adjustment Payment (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the ISDA Benchmarks Supplement); or (viii) if the Majority External Creditors give prior consent to the Payment being made. (b) No Payment may be made to a Hedge Counterparty under paragraph (a) above if any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid without the prior consent of the Majority External Creditors unless: (i) the Hedge Counterparty has withheld such amounts in accordance with section 2(a)(iii) (General Obligations) of the ISDA Master Agreement; or (ii) the Hedge Counterparty has already designated an Early Termination Date (as defined in the relevant ISDA Master Agreement). (c) Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (b) above shall, without prejudice to Clause 4.4 (Payment obligations continue), not result in each case provided a default (however described) in respect of that no Distress Event has occurred and is continuingDebtor under that Hedging Agreement or any other Debt Document.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b) below, a Debtor Any member of the Group may at any time make Payments to any Hedge Counterparty in respect Payment of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging AgreementLiabilities: (i) if the Payment is a scheduled Payment arising under the relevant a Hedging Agreement (or another ordinary course payment under a Hedging Agreement, including any payment in relation to fees, costs and expenses); (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraph (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that a Hedging Agreement; and (B) no Senior Event of Default or Acceleration Event is continuing at the time of the that Payment; (v) subject to Clause 4.13 (On or after Senior Lender Discharge Date/Senior Debt Discharge Date), if the Majority Senior Creditors and the relevant member of the Group give prior consent to the Payment being made; (vi) if the Payment is a Payment pursuant to Clause ‎13.1 14.1 (Order of application application) or Clause 14.2 (Liabilities of Group Recoveriesthe Senior Parent Debt Issuer); (vivii) if the Senior Secured Required Holders give prior Consent to the Payment being made; or (vii) if: (A) the Payment arises from an amendment directly or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or indirectly as a result of any close-out out, termination or termination permitted other similar or equivalent action by a member of the Group (provided that the Group will remain in compliance with any minimum hedging requirements under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging the Senior Financing Agreements); or (Bviii) if the Payment arises from a close-out directly or termination arising indirectly as a result of an Event any close-out, termination, transfer or other similar or equivalent action pursuant to Clause 4.12(b)(vi) (Terms of Default the Hedging Agreements). (b) Without prejudice to the terms and requirements of any Hedging Agreement, nothing in respect of this Agreement obliges a Hedge Counterparty to make a payment to a Debtor under a Hedging Agreement to which they are both party if any scheduled Payment due from that Debtor to the Hedge Counterparty under that Hedging Agreement is the Defaulting Party or due but unpaid. This provision shall not affect any Payment which is due from a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the to a Debtor as a result of a Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” to which they are both a party being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuingterminated or closed out.

Permitted Payments. Hedging LiabilitiesLiabilities‌ (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement:Agreement:‌ (i) if the Payment is a scheduled Payment arising under the relevant Hedging AgreementAgreement (or another ordinary course payment under such agreement, including in relation to fees, costs and expenses); (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); orAgreement);‌ (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or‌ (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraph (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s obligation to make the Payment arises from from: (1) a Credit Related Close-Out in relation to that Hedging Agreement; or (2) a Permitted Automatic Early Termination under that Hedging Agreement which arises as a result of an event relating to a Debtor; and (B) no Event of Default or Acceleration Event under the Senior Secured Debt Documents is continuing at the time of the that Payment or would result from that Payment; (v) if to the Payment is a Payment pursuant to Clause ‎13.1 (Order extent that no Event of application of Group Recoveries); (vi) if Default under the Senior Secured Required Holders give prior Consent Debt Documents is continuing or would result from that Payment and the relevant Debtor’s obligation to the Payment being made; or (vii) if: (A) make the Payment arises from an amendment or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or as a close-out or termination permitted under paragraphs ‎(d) or (f) result of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising as a result of: (A) section 5(a)(vii) (Bankruptcy) of an the 1992 ISDA Master Agreement (if the relevant Hedging Agreement is based on a 1992 ISDA Master Agreement) and the Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty;‌ (B) section 5(a)(vii) (Bankruptcy) of the 2002 ISDA Master Agreement (if the relevant Hedging Agreement is based on a 2002 ISDA Master Agreement) and the Event of Default (as defined in the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty;‌ (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraph (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement) and the equivalent event of default has occurred with respect to the relevant Hedge Counterparty; or (D) the relevant Debtor terminating or closing-out the relevant Hedging Agreement as a result of a Hedging Force Majeure and the Termination Event (as defined in the relevant Hedging Agreement in the case of a Hedging Agreement based on an ISDA Master Agreement) or the equivalent termination event (in the case of a Hedging Agreement not based on an ISDA Master Agreement) has occurred with respect to the relevant Hedge Counterparty; or (vi) if the Majority Senior Secured Creditors give prior consent to the Payment being made. (b) No Payment may be made to a Hedge Counterparty under paragraph (a) above if any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid unless the prior consent of the Majority Senior Secured Creditors is obtained.‌ (c) Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (b) above shall, without prejudice to Clause 5.4 (Payment obligations continue), not result in each case provided a default (however described) in respect of that no Distress Event has occurred and is continuingDebtor under that Hedging Agreement.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b) below, a Debtor Any member of the Group may at any time make Payments to any Hedge Counterparty in respect Payment of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging AgreementLiabilities: (i) if the Payment is a scheduled Payment arising under the relevant a Hedging Agreement (or another ordinary course payment under a Hedging Agreement, including any payment in relation to fees, costs and expenses); (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraph (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that a Hedging Agreement; and (B) no Senior Event of Default or Acceleration Event is continuing at the time of the that Payment; (v) subject to Clause 4.13 (On or after Senior Discharge Date/Senior Debt Discharge Date), if the Majority Senior Secured Creditors and the relevant member of the Group give prior consent to the Payment being made; (vi) if the Payment is a Payment pursuant to Clause ‎13.1 14.1 (Order of application application) or Clause 14.2 (Liabilities of Group Recoveries); (vi) if the Senior Secured Required Holders give prior Consent to the Payment being madeParent Debt Issuer); or (vii) if: (A) if the Payment arises from an amendment directly or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising indirectly as a result of an Event any close-out, termination or other similar or equivalent action by a member of Default the Group (provided that the Group will remain in respect compliance with any minimum hedging requirements under the Senior Financing Agreements). (b) Without prejudice to the terms and requirements of any Hedging Agreement, nothing in this Agreement obliges a Hedge Counterparty to make a payment to a Debtor under a Hedging Agreement to which they are both party if any scheduled Payment due from that Debtor to the Hedge Counterparty under that Hedging Agreement is the Defaulting Party or due but unpaid. This provision shall not affect any Payment which is due from a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the to a Debtor as a result of a Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” to which they are both a party being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuingterminated or closed out.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) without prejudice to paragraph (viii) below, to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that:: 84894163_20 (A) that the relevant Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Event of Senior Default, Senior Secured Notes Default or Acceleration Event Pari Passu Debt Default is continuing at the time of the Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 18.1 (Order of application Application of Group Recoveries); (vi) if the Majority Senior Secured Required Holders Creditors give prior Consent to the Payment being made; or; (vii) if: (A) the Payment arises from an amendment or waiver permitted under Clause ‎4.6 4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising as a result of an Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuing.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) the provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in sub-paragraph (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Event of Senior Default, Senior Secured Bridge Default or Acceleration Event Senior Secured Notes Default is continuing at the time of the that Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 14.1 (Order of application of Group Recoveries); (vi) if the Senior Secured Required Holders give prior Consent to the Payment being made; or (vii) if: (A) extent that the relevant Debtor’s obligation to make the Payment arises from an amendment or waiver permitted under out of a reduction in the hedged amount in accordance with Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 5.13 (Terms of Hedging Agreements); or (Bvii) if the Majority Senior Creditors give prior consent to the Payment arises being made. (b) No Payment may be made to a Hedge Counterparty under paragraph (a) above if any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid. (c) For the avoidance of doubt, no Payment will be due and unpaid if a Hedge Counterparty is entitled to withhold any payment pursuant to section 2(a)(iii) of the ISDA Master Agreement. (d) Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (b) above shall, without prejudice to Clause 5.4 (Payment obligations continue), not result in a default (however described) in respect of that Debtor under that Hedging Agreement or any other Debt Document. (e) Nothing in this Agreement obliges a Hedge Counterparty to make a payment to a Debtor under a Hedging Agreement to which they are both party if any scheduled Payment due from that Debtor to the Hedge Counterparty under that Hedging Agreement is due and unpaid. For the avoidance of doubt, this provision shall not affect any Payment which is due from a close-out or termination arising Hedge Counterparty to a Debtor as a result of an Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” to which they are both a party being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuingterminated or closed-out.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors and any member of the Group may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) in connection with any discontinuation of Icelandic IBOR or any other applicable base rate; (iii) to the extent that that Debtor’s the relevant obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iiiiv) to the extent that that Debtor’s the relevant obligation to make the Payment arises from a Non-Credit Related Close-Out; (ivv) to the extent that: (A) that Debtor’s the relevant obligation to make the Payment arises from from: 1. a Credit Related Close-Out in relation to that Hedging Agreement; or 2. a Permitted Automatic Early Termination under that Hedging Agreement which arises as a result of an event relating to the relevant Debtor or member of the Group; and (B) no Event of Default or Acceleration Event under the Senior Facilities Agreement and/or Bond Terms is continuing at the time of the that Payment or would result from that Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 (Order of application of Group Recoveries);; or (vi) if to the extent that no Default or Event of Default under the Senior Secured Required Holders give prior Consent Facilities Agreement and/or Bond Terms is continuing or would result from that Payment and the relevant obligation to the Payment being made; or (vii) if: (A) make the Payment arises from an amendment or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or as a close-out or termination permitted under paragraphs ‎(d) or (f) result of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising as a result of: (A) section 5(a)(vii) (Bankruptcy) of an the 1992 ISDA Master Agreement (if the relevant Hedging Agreement is based on a 1992 ISDA Master Agreement) and the Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty; (B) section 5(a)(vii) (Bankruptcy) of the 2002 ISDA Master Agreement (if the relevant Hedging Agreement is based on a 2002 ISDA Master Agreement) and the Event of Default (as defined in the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty; (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement) and the equivalent event of default has occurred with respect to the relevant Hedge Counterparty; or (D) the relevant Debtor or member of the Group terminating or closing-out the relevant Hedging Agreement as a result of a Hedging Force Majeure and the Termination Event (as defined in the relevant Hedging Agreement in the case of a Hedging Agreement based on an ISDA Master Agreement) or the equivalent termination event (in the case of a Hedging Agreement not based on an ISDA Master Agreement) has occurred with respect to the relevant Hedge Counterparty; or (vii) if the Majority Instructing Creditors give prior consent to the Payment being made. (b) No Payment may be made to a Hedge Counterparty under paragraph (a) above if any scheduled Payment due from that Hedge Counterparty to a Debtor or member of the Group under a Hedging Agreement to which they are both party is due and unpaid unless the prior consent of the Majority Instructing Creditors is obtained. (c) Failure by a Debtor or member of the Group to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (b) above shall, without prejudice to Clause 4.4 (Payment obligations continue), not result in each case provided a default (however described) in respect of that no Distress Event has occurred and is continuingDebtor or member of the Group under that Hedging Agreement, Cash Management Agreement, Senior Finance Document or Bond Document.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s obligation to make the Payment arises from from: (1) a Credit Related Close-Out in relation to that Hedging Agreement; or (2) a Permitted Automatic Early Termination under that Hedging Agreement which arises as a result of an event relating to a Debtor; and (B) no Event of Default or Acceleration Event is continuing at the time of the that Payment or would result from that Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 (Order of application of Group Recoveries); (vi) if the Senior Secured Required Holders give prior Consent to the extent that no Event of Default is continuing or would result from that Payment being made; or (vii) if: (A) and the relevant Debtor’s obligation to make the Payment arises from an amendment or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or as a close-out or termination permitted under paragraphs ‎(d) or (f) result of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-close- out or termination arising as a result of: (A) section 5(a)(vii) (Bankruptcy) of an the 1992 ISDA Master Agreement (if the relevant Hedging Agreement is based on a 1992 ISDA Master Agreement) and the Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty; (B) section 5(a)(vii) (Bankruptcy) of the 2002 ISDA Master Agreement (if the relevant Hedging Agreement is based on a 2002 ISDA Master Agreement), ) and the Event of Default (as defined in the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty; (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement) and the equivalent event of default has occurred with respect to the relevant Hedge Counterparty; or (D) the relevant Debtor terminating or closing-out the relevant Hedging Agreement as a result of a Hedging Force Majeure and the Termination Event (as defined in the relevant Hedging Agreement in the case of a Hedging Agreement based on an ISDA Master Agreement) or the equivalent termination event (in the case of a Hedging Agreement not based on an ISDA Master Agreement) has occurred with respect to the relevant Hedge Counterparty; or (vi) if the Required Super Senior Creditors and the Required Pari Passu Creditors (in each case provided excluding the Hedge Counterparty which is to receive the Payment) give prior consent to the Payment being made. (b) No Payment may be made to a Hedge Counterparty under paragraph (a) above if any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid unless the prior consent of the Required Super Senior Creditors and the Required Pari Passu Creditors (in each case excluding the Hedge Counterparty party to the relevant Hedging Agreement) is obtained. (c) For the avoidance of doubt, no Distress Event has occurred payment will be due and unpaid if a Hedge Counterparty is continuingentitled to withhold any payment pursuant to Section 2(a)(iii) of the ISDA Master Agreement, or if the Hedging Agreement is not based on an ISDA Master Agreement, any provision which is similar in meaning and effect to such provision. (d) Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (b) above shall, without prejudice to Clause 6.4 (Payment obligations continue), not result in a default (however described) in respect of that Debtor under that Hedging Agreement.

Permitted Payments. Hedging LiabilitiesLiabilities‌ (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement or is a one off Payment in respect of any Fully Paid Cap under any Hedging Agreement; (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (1) or (2) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Event of Default or Acceleration Event is continuing at the time of the that Payment or would result from that Payment;; or (v) to the extent that no Event of Default is continuing or would result from that Payment and the relevant Debtor’s obligation to make the Payment arises as a result of a close-out or termination arising as a result of: (A) section 5(a)(vii) (Bankruptcy) of the 1992 ISDA Master Agreement (if the Payment relevant Hedging Agreement is based on a Payment pursuant 1992 ISDA Master Agreement) and the Event of Default (as defined in the relevant Hedging Agreement) has occurred with respect to Clause ‎13.1 the relevant Hedge Counterparty; (Order B) section 5(a)(vii) (Bankruptcy) of application the 2002 ISDA Master Agreement (if the relevant Hedging Agreement is based on a 2002 ISDA Master Agreement) and the Event of Group Recoveries)Default (as defined in the relevant Hedging Agreement) has occurred with respect to the relevant Hedge Counterparty; (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (1) or (2) above (if the Hedging Agreement is not based on an ISDA Master Agreement) and the equivalent event of default has occurred with respect to the relevant Hedge Counterparty; or (D) the relevant Debtor terminating or closing-out the relevant Hedging Agreement as a result of a Hedging Force Majeure and the Termination Event (as defined in the relevant Hedging Agreement in the case of a Hedging Agreement based on an ISDA Master Agreement) or the equivalent termination event (in the case of a Hedging Agreement not based on an ISDA Master Agreement) has occurred with respect to the relevant Hedge Counterparty; or (vi) if the Senior Secured Required Holders Majority Lenders give prior Consent consent to the Payment being made; or (vii) if:to the extent the Payment is made in accordance with Clause 4.13 (Total Interest Rate Hedging). (Ab) No Payment may be made to a Hedge Counterparty under paragraph (a) above if any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid unless the Payment arises from an amendment or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) prior consent of Clause ‎4.12 (Terms of Hedging Agreements); orthe Majority Lenders is obtained. (Bc) the Failure by a Debtor to make a Payment arises from to a close-out or termination arising as a result of an Event of Default in respect of which the Hedge Counterparty is which results solely from the Defaulting Party or a Termination Event in respect operation of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement paragraph (“Event of Default”b) above shall, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuing.without prejudice to Clause

Permitted Payments. Hedging LiabilitiesLiabilities‌ (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors and any other member of the Group may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement:Agreement:‌ (i) if the Payment is a scheduled or required Payment arising under the relevant Hedging AgreementAgreement (or other ordinary course payments arising thereunder, including any payment of fees, costs and expenses); (ii) to the extent that that the relevant Debtor’s (or other member of the Group’s) obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax) (and any provision requiring the payment of any tax credit related to section 2(d)), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); orAgreement);‌ (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or‌ (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s (or other member of the Group’s) obligation to make the Payment arises from a Non-Credit Related Close-Out; (iv) to the extent that: (A) that the relevant Debtor’s (or other member of the Group’s) obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Event of Default or Acceleration Event is continuing at the time of the or would arise from that Payment;; or (v) if the Payment is a Payment pursuant to Clause ‎13.1 (Order of application of Group Recoveries); (vi) if the Majority Senior Secured Required Holders Creditors give prior Consent consent to the Payment being made; or. (viib) if:No Payment may be made to a Hedge Counterparty under paragraph (a) above (other than Payment Netting) if any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid.‌ (Ac) Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (b) above shall, without prejudice to Clause 4.4 (Payment arises from an amendment or waiver permitted under Clause ‎4.6 obligations continue), not result in a default (Amendments and waivers: Hedging Agreementshowever described) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising as a result of an Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring that Debtor under the that Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuingor any other Finance Document.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Permitted Hedge Close Out;; or (iv) subject to Clause 4.13 (On or after relevant Discharge Date), if the Majority Senior Creditors give prior consent to the extent Payment being made. (b) No Payment may be made to a Hedge Counterparty under paragraph (a) above if: (i) any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid (unless such scheduled Payment has not been made by the Hedge Counterparty as a result of it exercising its rights to withhold payments under the ISDA Master Agreement); or (ii) an Acceleration Event has occurred, except from Recoveries distributed in accordance with Clause 15 (Application of Proceeds) or as agreed by the Revolving Agent and the Senior Secured Notes Trustee(s), provided that: (A) that Debtor’s obligation for the avoidance of doubt, unless any such Payment constitutes proceeds referred to make in Clause 11.2 (Turnover by the Payment arises from a Credit Related Close-Out in relation Creditors), it shall not be required to that Hedging Agreement; and be turned over by any Hedge Counterparty under Clause 11.2 (B) no Event of Default or Acceleration Event is continuing at Turnover by the time of the Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 (Order of application of Group RecoveriesCreditors); (vi) if the Senior Secured Required Holders give prior Consent to the Payment being made; or (vii) if: (A) the Payment arises from an amendment or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises prohibited by this paragraph (b)(ii) will remain owing by the relevant Debtor(s); and (C) nothing in this paragraph (b)(ii) shall prevent a Hedge Counterparty from receiving any Payment of any Hedging Liabilities from a close-out liquidator (or termination arising as equivalent) of a Debtor (subject to any applicable turnover obligation under Clause 11.2 (Turnover by the Creditors)). (c) Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (b) above shall, without prejudice to Clause 4.4 (Payment obligations continue), not result of an Event of Default in a default (however described) in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring that Debtor under the that Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuing.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Permitted Hedge Close Out;; or (iv) subject to the extent that: Clause 4.13 (A) that Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Event of Default On or Acceleration Event is continuing at the time of the Payment; (v) after relevant Discharge Xxxx), if the Payment is a Payment pursuant to Clause ‎13.1 (Order of application of Group Recoveries); (vi) if the Majority Senior Secured Required Holders Creditors give prior Consent consent to the Payment being made; or. (viib) if: No Payment may be made to a Hedge Counterparty under paragraph (Aa) above if any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid (unless such scheduled Payment has not been made by the Payment arises from an amendment or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising Hedge Counterparty as a result of an Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring it exercising its rights to withhold payments under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the ISDA Master Agreement). (c) Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (b) above shall, without prejudice to Clause 4.4 (Payment obligations continue), not result in each case provided a default (however described) in respect of that no Distress Event has occurred and is continuingDebtor under that Hedging Agreement.

Permitted Payments. Hedging Liabilities (a) Subject to paragraph ‎(b(b) below, a Debtor the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement: (i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement; (ii) to the extent that that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of: (A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); or; (B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or (C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraph (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement); (iii) to the extent that that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out;; AMERICAS 120207225 (iv) to the extent that: (A) that the relevant Debtor’s obligation to make the Payment arises from a Credit Related Close-Out in relation to that Hedging Agreement; and (B) no Event of Default or Acceleration Event is continuing at the time of the Payment; (v) if the Payment is a Payment pursuant to Clause ‎13.1 (Order of application of Group Recoveries); (vi) if the Senior Secured Required Holders give prior Consent to the Payment being made; or (vii) iffrom: (A) the Payment arises from an amendment or waiver permitted under Clause ‎4.6 (Amendments and waivers: Hedging Agreements) or a close-out or termination permitted under paragraphs ‎(d) or (f) of Clause ‎4.12 (Terms of Hedging Agreements); or (B) the Payment arises from a close-out or termination arising as a result of an Event of Default in respect of which the Hedge Counterparty is the Defaulting Party or a Termination Event in respect of which the Hedge Counterparty is an Affected party occurring under the Hedging Agreement (“Event of Default”, “Termination Event”, “Defaulting Party” and “Affected Party” being as defined in the ISDA Master Agreement), in each case provided that no Distress Event has occurred and is continuing.