Common use of Required Enforcement: Hedge Counterparties Clause in Contracts

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event and delivery to it of a notice from the Security Agent that an Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any transaction under paragraph (b) of Clause 7.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such transaction following a request by the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so.

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b‎(b) below, a Hedge Counterparty shall promptly terminate or close-out in full any transaction all hedging transactions under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event which is continuing and delivery to it of a notice from the Security Agent that an Acceleration Event has occurredoccurred and is continuing; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so. (b) Paragraph (a‎(a) above shall not apply to the extent that that Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b‎(c) of Clause 7.9 ‎4.9 (Permitted Enforcementenforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an a Senior Acceleration Event which is continuing and delivery to it of a notice from the Security Agent that an such Senior Acceleration Event has occurredoccurred and is continuing; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that such Senior Acceleration Event occurred as a result of an arrangement made between any Debtor or Third Party Security Provider and any Primary Creditor with the purpose of bringing about that Senior Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcementenforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-close out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event and delivery to it of a notice from the Security Agent Trustee that an that Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent Trustee (acting on the instructions of an Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent Trustee (acting on the instructions of an Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-close out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event any Enforcement Action and delivery to it of a notice from the Security Agent that an Acceleration Event such Enforcement Action has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that the Hedge Counterparty is party to the arrangement next referred to or has been notified by the Security Agent that Acceleration Event that Enforcement Action occurred as a result of an arrangement made between any Debtor and any Primary External Creditor with the purpose of bringing about that Acceleration EventEnforcement Action. (c) If a Hedge Counterparty is entitled to terminate or close-close out any hedging transaction under paragraph (ba)(i)(C) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or or, subject to Clause 3.5 (Standstill Period: External Creditors) would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-close out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event and delivery to it of a notice from the Security Agent that an such Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that such Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 5.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event and delivery to it of a notice from the Security Agent that an that Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Senior Creditor with the purpose of bringing about that Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event and delivery to it of a notice from the Security Agent that an that Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 5.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Hedging Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an a Senior Acceleration Event and delivery to it of a notice from the Security Agent Trustee that an that Senior Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent Trustee (acting on the instructions of an Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Senior Acceleration Event occurred as a result of an arrangement made between any Debtor Obligor and any Primary Creditor with the purpose of bringing about that Senior Acceleration Event. (c) If a Hedge Hedging Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Hedging Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Hedging Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent Trustee (acting on the instructions of an Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-close- out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an a Senior Acceleration Event which is continuing and delivery to it of a notice from the Security Agent that an such Senior Acceleration Event has occurredoccurred and is continuing; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that such Senior Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Senior Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an a Senior Acceleration Event which is continuing and delivery to it of a notice from the Security Agent that an such Senior Acceleration Event has occurredoccurred and is continuing; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that such Senior Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Senior Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out closeout in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an a Senior Secured Acceleration Event and delivery to it of a notice from the Security Agent that an that Senior Secured Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Senior Secured Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Senior Secured Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 5.10 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an a Senior Acceleration Event which is continuing and delivery to it of a notice from the Security Agent that an such Senior Acceleration Event has occurredoccurred and is continuing; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that such Senior Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Senior Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcementenforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event and delivery to it of a notice from the Security Agent that an that Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 6.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event and delivery to it of a notice from the Common Security Agent that an that Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Common Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Acceleration Event occurred as a result of an arrangement made between any Debtor the Company and any Primary Secured Creditor with the purpose of bringing about that Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Common Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event and delivery to it of a notice from the Security Agent that an Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Acceleration Event occurred as a result of an arrangement made between any Debtor the Borrower and any Primary Senior Creditor with the purpose of bringing about that Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration Event and delivery to it of a notice from the Security Agent that an that Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Acceleration Event occurred as a result of an arrangement made between any Debtor or member of the Group and any Primary Senior Creditor with the purpose of bringing about that Acceleration Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraphClause) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so).

Required Enforcement: Hedge Counterparties. (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following: (i) the occurrence of an Acceleration a Distress Event and delivery to it of a notice from the Security Agent that an Acceleration such Distress Event has occurred; and (ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Groupthe Majority External Creditors) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Acceleration such Distress Event occurred as a result of an arrangement made between any Debtor and any Primary External Creditor with the purpose of bringing about that Acceleration Distress Event. (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (ba)(iv) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an Instructing Group) instructing it to do sothe Majority External Creditors).

Required Enforcement: Hedge Counterparties. ‌ (a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following:following:‌ (i) the occurrence of an Acceleration Event and delivery to it of a notice from the Common Security Agent that an that Acceleration Event has occurred; and (ii) delivery to it of a subsequent notice from the Common Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so. (b) Paragraph (a) above shall not apply to the extent that that Acceleration Event occurred as a result of an arrangement made between any Debtor the Company and any Primary Secured Creditor with the purpose of bringing about that Acceleration Event.Event.‌ (c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 7.9 4.9 (Permitted Enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Common Security Agent (acting on the instructions of an the Instructing Group) instructing it to do so).