TWO WAY PAYMENTS. Each Borrower and each Hedge Counterparty agrees that:
9.3.1 any Hedging Agreement to which it is at any time party governing the terms of a hedging transaction will provide for "two-way payments" in the event of a termination of that hedging transaction whether upon a Termination Event or an Event of Default (each as defined therein), meaning that the defaulting party under that Hedging Agreement will be entitled to receive payment under the relevant termination provisions if the net replacement value of all terminated transactions affected under the Hedging Agreement is in its favour;
9.3.2 if on termination of any hedging transaction under any Hedging Agreement to which it is a party a settlement amount or other amount falls due from the Hedge Counterparty to any Borrower then, if the security constituted by the Security Documents has become enforceable, that amount shall be paid by such Hedge Counterparty to the Security Agent and treated as proceeds of enforcement of the security conferred by the Security Documents for application in the order prescribed in this Deed;
9.3.3 the Hedge Counterparty will promptly (and in any event within 5 business days of the relevant event) exercise any rights it may have to terminate the hedging transactions under the Hedging Documents, unless the Majority Senior Lenders otherwise agree or require, on the date on which the Senior Agent has served a notice on the occurrence of a Senior Event of Default declaring that all of the Senior Liabilities have become prematurely due and payable under the Senior Documents; and
9.3.4 if the Senior Discharge Date has occurred or would have occurred but for the fact that Hedging Liabilities only remain outstanding, the Mezzanine Agent (acting on the instructions of the Majority Mezzanine Lenders) may by notice to any Obligor which is party to any Hedging Agreement require such Obligor to terminate or procure the termination of all outstanding hedging transactions under the Hedging Documents in relation to any Hedge Counterparty if that Hedge Counterparty is requiring any Mezzanine Lender to refrain from taking any step which, but for the provisions of this Deed it would not have been prevented from taking or requiring it to do anything but for this Deed it would not have to do.
TWO WAY PAYMENTS. Each Obligor and each Hedging Bank agrees that:
(a) the Hedging Documents will provide for "two way payments" or payments under the "Second Method" in the event of a termination of a hedging transaction whether upon a Termination Event or an Event of Default (each as defined in the relevant Hedging Documents);
(b) on or following the occurrence of an Enforcement Event if a net amount falls due from that Hedging Bank to any Obligor, that amount shall be paid by such Hedging Bank to the Security Agent and applied as set out in Clause 11.1 (Order of Application); and
(c) promptly on the occurrence of an Enforcement Event each Hedging Bank will exercise any rights it may have to terminate the hedging transactions under the Hedging Documents.
TWO WAY PAYMENTS. The Borrower and the Swap Banks agree that:
(i) each Swap Agreement will provide for "two way payments" or payments under the "Second Method" in the event of a termination of a swap transaction whether upon a Termination Event or an Event of Default (in each case as defined in the Swap Agreement);
(ii) on or following the occurrence of an enforcement of an Event of Default if an amount falls due from any Swap Bank to the Borrower, that amount shall be paid by the relevant Swap Bank to the Agent for application in accordance with Clause 10.7 of this Agreement; and
(iii) promptly upon the taking by the Agent of any action under Clause 19.20 (Acceleration), if instructed to do so by the Agent (acting on the instructions of the Majority Banks), the Swap Banks will exercise any rights they may have to terminate the swap transactions under the Swap Agreements.
TWO WAY PAYMENTS. The Borrower and the Swap Banks agree that:
(i) each Swap Agreement will provide for “two way payments” or payments under the “Second Method” in the event of a termination of a swap transaction whether upon a Termination Event or an Event of Default (in each case as defined in the Swap Agreements);
(ii) the Borrower agrees to provide the Swap Banks with at least 5 Business Days prior written notice of the expected occurrence of any “Close-Out Event” as defined in each Swap Agreement;
(iii) on or following the occurrence of an Event of Default which is continuing unremedied and unwaived, if an amount falls due from any Swap Bank to the Borrower, that amount shall be paid by the relevant Swap Bank to the Agent for application in accordance with Clause 10.7 (Payments); and
(iv) where the Loan is repaid or prepaid in full for any reason on or before the Final Maturity Date, the Swap Banks must exercise their rights to terminate the Swap Agreements in their entirety.
TWO WAY PAYMENTS. Each Obligor and each Hedging Bank agrees that unless the First Lien Agent otherwise consents:
52.1.1 each Secured Hedging Agreement which it enters into after the date of this Agreement will provide for “full two way payments” or payments under the “Second Method” and “Market Quotation” in the event of a termination of a hedging transaction whether upon a Termination Event or an Event of Default (as defined in the ISDA (1992));
52.1.2 at any time on or after the Enforcement Trigger Date, if an amount falls due from a Hedging Bank to any Obligor under any Secured Hedging Agreement, that amount shall be paid by that Hedging Bank to the Security Trustee (in full discharge of its obligations to make such payments to such Obligor) for application in accordance with Clause 50 (Cascade); and
52.1.3 promptly on the occurrence of the Enforcement Trigger Date, each Hedging Bank will, if so instructed by the Security Trustee, exercise any rights it may have to terminate or close out all the hedging transactions under the Secured Hedging Agreements which the Security Trustee instructs it to terminate or close out and shall notify the Security Trustee when requested of any amounts due under such Secured Hedging Agreement.
