Common use of Restrictions on enforcement by Hedge Counterparties Clause in Contracts

Restrictions on enforcement by Hedge Counterparties. (a) Subject to Clause 31 (Enforcement of Transaction Security), and Clause 26.2 (Permitted Hedging Payments) below, no Hedge Counterparty shall, except with the prior consent of the Security Agent, take any Enforcement Action in relation to any Hedging Debt other than any Permitted Enforcement Action or any close out or termination of hedging in accordance with paragraph (c)(ii) below. (b) Notwithstanding the terms of any Hedging Document, unless required by any relevant ISDA netting opinion "Automatic Early Termination" shall not apply where any Borrower is the "Defaulting Party" (each as defined in the relevant ISDA Master Agreement). (c) The Hedging Documents shall allow: (i) the Hedge Counterparty to close out any hedging entered into by it under that Hedging Document on the occurrence of a Distress Event; and (ii) the Company or the Hedge Counterparty to close out any hedging entered into under that Hedging Document in circumstances where the Hedge Counterparty or Affiliate of the Hedge Counterparty that is a Lender under this Agreement ceases to be a Lender pursuant to Clause 46.5 (Replacement of Lender), provided that: (A) such close out occurs at the same time as the Hedge Counterparty or Affiliate of the Hedge Counterparty that is a Lender under this Agreement ceases to be a Lender under this Agreement; and (B) if the close out of any hedging entered into under a Hedging Document pursuant to this paragraph (c) would result in the Company ceasing to be in compliance with the terms of the Hedging Letter, the Company must put in place such hedging as may be required to ensure it remains in compliance with the terms of the Hedging Letter within 15 Business Days of the close out of the applicable hedging pursuant to this paragraph (c).