Common use of Hedging Clause in Contracts

Hedging. (a) The Borrowers may, at any time during the Security Period, enter into Hedging Agreements and, from the date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (d) The rights of a Borrower under any Hedging Agreement shall be charged or assigned by way of security under a Hedging Agreement Assignment. (e) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (f) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Agent. (g) Paragraph (f) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement Assignment.

Hedging. (a) The Borrowers may, at any time during the Security Period, may enter into Hedging Agreements and, from the and shall after that date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements in accordance with this Clause 8.5 9.7 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, shall also be a Lender or an Affiliate of a Lender;; 65 ‌ EUROPE/73091764v9 ​ (ii) be for a term ending no later than on or before on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based in agreed form; (v) provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an ISDA Master Agreement and otherwise Event of Default (as defined in form and substance satisfactory to the Facility Agentrelevant Hedging Agreement); and (vvi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a each Borrower under any the Hedging Agreement Agreements shall be charged or assigned by way of security under a Hedging Agreement Assignment. (ed) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Facility Agent. (gf) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or Agreement. (g) If, at any time, the aggregate notional principal amount of the transactions in respect of the Hedging Agreement AssignmentAgreements exceeds or, as a result of any repayment, prepayment or cancellation under this Agreement, will exceed 100 per cent. of the Loan at that time, the Borrowers must promptly notify the Facility Agent and must reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Hedge Counterparties so that it no longer exceeds or will not exceed 100 per cent. of the Loan then or that will be outstanding.

Hedging. (a) The Borrowers may, at any time during the Security Period, Borrower may request a Hedge Counterparty to enter into Hedging Agreements and, from the date of entering into and shall if such Hedging Agreements, shall thereafter Agreements are entered into after that date maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement., (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a LenderCounterparty; (ii) be for a term ending no later than on or before the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based in agreed form; (v) provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an ISDA Master Agreement and otherwise Event of Default (as defined in form and substance satisfactory to the Facility Agentrelevant Hedging Agreement); and (vvi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a the Borrower under any the Hedging Agreement Agreements shall be charged or assigned by way of security under a an Assignment of Hedging Agreement AssignmentAgreements. Each Hedge Counterparty consents to, and acknowledges notices of, the assigning by way of security by the Borrower pursuant to the Assignment of Hedging Agreements of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. Any such assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement. (ed) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Facility Agent. (gf) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement AssignmentAgreement.

Hedging. (a) The Borrowers may, at any time during the Security Period, A Borrower may enter into Hedging Agreements and, from the and shall after that date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements in accordance with paragraph (a) of this Clause 8.5 9.6 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, shall also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an a 2002 ISDA Master Agreement in agreed form and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a Borrower under any Hedging Agreement shall be charged or assigned by way of security under a Hedging Agreement AssignmentSecurity. (ed) The parties to each the Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a Borrower the Borrowers may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Agent. (gf) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement AssignmentSecurity. (g) If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Loan at that time, the Borrowers must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the Loan then or that will be outstanding. (h) Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (g) above will be apportioned as between those transactions pro rata. (i) Paragraph (g) above shall not apply to any transactions in respect of any Hedging Agreement under which the Borrowers have any actual or contingent indebtedness. (j) The Facility Agent must make a request under paragraph (g) above if so required by a Hedge Counterparty. (k) Neither a Hedge Counterparty nor the Borrowers may terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) except: (i) in accordance with paragraphs (g) – (i) above; (ii) on the occurrence of an Illegality or the Force Majeure, (as such expression is defined in the relevant Hedging Agreement); (iii) in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under sub-paragraph (i) of paragraph (a) of Clause 29.19 (Acceleration) or, having served notice under sub-paragraph (ii) of paragraph (a) of Clause 29.19 (Acceleration), makes a demand; (iv) in the case of any other termination or closing out by a Hedge Counterparty or the Borrowers, with the consent of the Facility Agent; (v) if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full; (vi) if a Lender ceases to be a Lender under this Agreement; (vii) on the occurrence of any of the events set out in Clause 29.2 (Non-payment) or 29.7 (Insolvency); or (viii) on the occurrence of a Tax Event or a Tax Event upon Merger (as such expressions are defined in the relevant Hedging Agreement). (l) If a Hedge Counterparty or a Borrower terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part) in accordance with sub-paragraphs (ii), or (in the case of a Hedge Counterparty only) (iii) of paragraph (k) above, it shall promptly notify the Facility Agent of that termination or close out. (m) If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iii) of paragraph (k) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent. (n) The Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if the Borrower which is a party to such Hedging Agreement is in breach of its payment obligations under any transaction in respect of that Hedging Agreement. (o) The Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by each Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. (p) Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement. (q) The Security Agent shall not be liable for the performance of any of Borrowers' obligations under a Hedging Agreement. (r) Neither the Borrowers nor any Hedge Counterparty shall assign any of their rights or transfer any of their rights or obligations under a Hedging Agreement without the consent of the Security Agent.

Hedging. 8.4.1 On or before the first Utilisation Date, the Borrowers may (abut are not obliged to) The Borrowers may, at any time during the Security Period, enter into Hedging Agreements and, from the date of entering into such Hedging Agreementsif they do so, shall thereafter maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement8.4. (ba) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount be at least 25% of the Loanrelevant Utilisation. (cb) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a LenderCounterparty; (ii) be for a term ending no later than on the Termination DateDate to occur under this Agreement; (iii) have settlement dates coinciding with the relevant Interest Payment Dates;; and (iv) be based on an the 2002 ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (d) The rights of a Borrower under any Hedging Agreement shall be charged or assigned by way of security under a Hedging Agreement Assignment. (ea) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (fb) Neither The parties to a Hedge Counterparty nor a Borrower Hedging Agreement may amend, supplement, extend or waive the terms of any such Hedging Agreement without the consent of the Security Agent. (g) Paragraph (f) above shall not apply to an provided that such amendment, supplement supplement, extension or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or Agreement. (a) If: (i) at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds 100% of the relevant Utilisation; or, (ii) as a result of a prepayment or cancellation in part pursuant to Clause 7 (Illegality, Prepayment and Cancellation), the aggregate notional amount of the transactions in respect of the Hedging Agreements will exceed 100% of the relevant Utilisation, a Borrower or a Hedge Counterparty may (or, at the request of the Agent, must) reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Agent so that it no longer exceeds or will not exceed 100% of the relevant Utilisation outstanding at that time or on the date of such prepayment or cancellation. (b) Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with Clause 8.4.4(a) will be apportioned as between those transactions pro rata. 8.4.5 A Hedge Counterparty may not terminate or close out any transactions in respect of any Hedging Agreement Assignment.(in whole or in part) except: (a) to the extent necessary to comply with Clause 8.4.4; (b) if a Hedging Force Majeure has occurred in respect of the relevant Borrower;

Hedging. (a) The From and including the first Utilisation Date the Borrowers may, at any time during the Security Period, enter into must maintain Hedging Agreements and, from the date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements Arrangements in accordance with this Clause 8.5 (Hedging)Clause. If a Loan is made on a day which is not an Interest Payment Date and such Loan, without prejudice together with any other Loans made during the same Interest Period, does not exceed an aggregate principal amount of EUR 10,000,000, no Hedging Arrangements must be maintained in relation to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with such Loans before the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreementnext following Interest Payment Date. (b) The aggregate notional amount of the transactions in respect of the All Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shallArrangements must: (i) be with in the form of swaps, caps or collars (or a Hedge Counterparty and combination thereof) in each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise case in form and substance satisfactory to the Facility AgentAgent (acting reasonably); (ii) have a term expiring not earlier than the Final Maturity Date; and (viii) provide have settlement dates that coincide with the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollarsInterest Payment Dates. (dc) If, at any time, due to a partial or full prepayment repayment, cancellation or other reduction of a Loan granted to a Borrower (a Loan Reduction), the notional principal amount of the Hedging Arrangements of the relevant Borrower exceeds the amount of the Loans of such Borrower outstanding at that time (or in the case of a reduction of such Loans due to Clause 6(a) or a repayment of such Loans up to the amount of EUR 5,000,000 provided that no Default is outstanding, 105% of such Loans), the relevant Borrower must reduce the notional principal amount of such Hedging Arrangements by an amount equal to the relevant Loan Reduction with effect from the date such excess hedging occurs. (i) The parties to each Hedging Arrangement must comply with the terms of the Hedging Arrangements. (ii) Neither the Hedge Counterparty nor the Borrowers may amend or waive the terms of any Hedging Arrangement without the consent of the Facility Agent (acting reasonably). (e) Neither the Hedge Counterparty nor the Borrowers may terminate or close out any Hedging Arrangement (in whole or in part) except: (i) in accordance with paragraph (c) above; (ii) if it becomes illegal for that party to continue to comply with its obligations under that Hedging Arrangement; (iii) if the Loans and other amounts outstanding under the Finance Documents have been unconditionally and irrevocably paid and discharged in full; (iv) in the case of termination or closing out by the Hedge Counterparty, if the Facility Agent serves notice under Clause 23.17 (Acceleration) or, having served notice under Clause 23.17 (Acceleration), makes demand; (v) in the case of termination or closing out by any Borrower, with the consent of the Facility Agent; or (vi) if the relevant Borrower has entered into substitute Hedging Arrangements which are acceptable to the Facility Agent and comply with, and will at all times be in compliance with, the requirements set out in this Clause 8.3 (Hedging). (f) The Hedge Counterparty may only suspend making payments under a Hedging Arrangement if the relevant Borrower is in breach of its payment obligations under that Hedging Arrangement. (g) The Hedge Counterparty acknowledges that the rights of a the relevant Borrower under any the Hedging Agreement shall be Arrangements to which it is party have been charged or assigned by way of security under a Hedging Agreement Assignmentthe Security Documents. (eh) The parties Other than pursuant to each Hedging Agreement must comply with this Clause 8.3, none of the terms of that Hedging Agreement. (f) Neither a Hedge Counterparty nor a Borrower may amendBorrowers shall enter into, supplementor be party to, extend or waive the terms of any Hedging Agreement hedging arrangement without the prior consent of the Security AgentFacility Agent (such consent not to be unreasonably withheld). (g) Paragraph (f) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement Assignment.

Hedging. (a) The Borrowers may, at any time during the Security Period, Borrower may enter into Hedging Master Agreements and, from and shall after the date of entering it has entered into such Hedging Agreements, shall thereafter a Master Agreement maintain such Hedging Master Agreements in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement5.10. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Master Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a LenderSwap Bank; (ii) be for a term ending no later than the Termination Date; (iii) have settlement dates coinciding with the last day of each Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility AgentPeriod; and (viii) provide that the Termination Currency (as defined in the relevant Hedging Master Agreement) shall be dollarsDollars. (dc) The rights of a the Borrower under any Hedging the Master Agreement shall be charged or assigned by way of security under a Hedging Master Agreement Assignment. (ed) The parties to each Hedging Master Agreement must comply with the terms of that Hedging Master Agreement. (fe) Neither a Hedge Counterparty Swap Bank nor a the Borrower may amend, supplement, extend or waive the terms of any Hedging Master Agreement without the consent of giving prior written notice to the Security Agent.Trustee; (gf) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging any Master Agreement Assignment. (g) If, at any time, the aggregate notional amount of the transaction in respect of the Master Agreements exceeds or, as a result of any repayment of prepayment under this Agreement will exceed 100 percent of the Loan at that time, the Borrower must promptly notify the Agent and must, at the request of the Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Agent such that it no longer exceeds or will not exceed 100 percent of the Loan then or that will be outstanding. (h) Paragraph (g) above shall not apply to any Transactions in respect of any Master Agreement under which the Borrower has no actual or contingent indebtedness. (i) The Agent must make a request under paragraph (g) above if so required by a Swap Bank. (i) If a Swap Bank or the Borrower terminates or closes out a transaction in respect of a Master Agreement (in whole or in part), (ii) in the event of non-payment under a Master Agreement by the Borrower unless the payment is made within three (3) Business Days of its due date; or (iii) if an Event of Default has occurred under Clauses 26.7, 26,8 or 26.9, the Borrower shall promptly notify the Agent of that termination or close out. (k) If a Swap Bank is entitled to terminate or close out any transaction in respect of any Master Agreement, such Swap Bank shall promptly terminate or close out such transaction following a request to do so by the Security Trustee. (l) Each Swap Bank consents to, and acknowledges notices of, the charging or assigning by way of security by the Borrower pursuant to the relevant Master Agreement Assignment of its rights under the Master Agreements to which it is party in favour of the Security Trustee. (m) Any such assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Master Agreement. (n) Neither the Borrower nor any Swap Bank shall assign any of its rights or transfer any of its rights or obligations under a Master Agreement without the consent of the Security Trustee. (o) If a Lender ceases to be a party to this Agreement, such Lender or its Affiliate which is party to a Master Agreement may cease to be a party to such Master Agreement.

Hedging. (a) The Borrowers may, at any time during the Security Period, Borrower may request a Hedge Counterparty to enter into Hedging Agreements and, from the date of entering into and shall if such Hedging Agreements, shall thereafter Agreements are entered into after that date maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a LenderCounterparty; (ii) be for a term ending no later than on or before the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based in agreed form; (v) provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an ISDA Master Agreement and otherwise Event of Default (as defined in form and substance satisfactory to the Facility Agentrelevant Hedging Agreement); and (vvi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a the Borrower under any the Hedging Agreement Agreements shall be charged or assigned by way of security under a an Assignment of Hedging Agreement AssignmentAgreements. Each Hedge Counterparty consents to, and acknowledges notices of, the assigning by way of security by the Borrower pursuant to the Assignment of Hedging Agreements of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. Any such assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement. (ed) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Facility Agent. (gf) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement AssignmentAgreement.

Hedging. (a) The Borrowers may, may at any time during their option and the Security Period, option of the relevant Hedge Counterparties enter into Hedging Agreements and, from the and shall after that date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, shall also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than on the relevant Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a each Borrower under the Hedging Agreements and any Hedging Agreement Hedge Counterparty Guarantee shall be charged or assigned by way of security under a Hedging Agreement AssignmentSecurity. (ed) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement or Hedge Counterparty Guarantee without the consent of the Security Agent. (gf) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement AssignmentSecurity. (g) If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Loan at that time, the Borrowers must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the Loan then or that will be outstanding. (h) Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (g) above will be apportioned as between those transactions pro rata. (i) Paragraph (g) above shall not apply to any transactions in respect of any Hedging Agreement under which no Borrower has any actual or contingent indebtedness. (j) The Facility Agent must make a request under paragraph (g) above if so required by a Hedge Counterparty. (k) Neither a Hedge Counterparty nor a Borrower may terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) except: (i) in accordance with paragraphs (g)-(j) above; (ii) on the occurrence of an Illegality, (as such expression is defined in the relevant Hedging Agreement); (iii) in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under sub-paragraph (ii) of paragraph (a) of Clause 26.20 (Acceleration) or, having served notice under sub-paragraph (iii) of paragraph (a) of Clause 26.20 (Acceleration), makes a demand; (iv) if that Hedge Counterparty ceases to be a Lender or an Affiliate of a Lender pursuant to the terms of this Agreement; (v) in the case of any other termination or closing out by a Hedge Counterparty or a Borrower, with the consent of the Facility Agent; or (vi) if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full; (l) If a Hedge Counterparty or a Borrower terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part) in accordance with sub-paragraphs (ii) or (in the case of a Hedge Counterparty only) (iii) of paragraph (k) above, it shall promptly notify the Facility Agent of that termination or close out. (m) If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iii) of paragraph (k) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent. (n) A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if a Borrower is in breach of its payment obligations under any transaction in respect of that Hedging Agreement. (o) Each Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by each Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. (p) Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement. (q) The Security Agent shall not be liable for the performance of any of a Borrower’s obligations under a Hedging Agreement. (r) No Borrower or Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement or permit a change of Hedge Counterparty Guarantor without the consent of the Security Agent

Hedging. (a) The Borrowers may, at any time during the Security Period, may enter into Hedging Agreements and, from the and shall after that date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, shall also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than on or before the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based in agreed form; (v) provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an ISDA Master Agreement and otherwise Event of Default (as defined in form and substance satisfactory to the Facility Agentrelevant Hedging Agreement); and (vvi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a each Borrower under any the Hedging Agreement Agreements shall be charged or assigned by way of security under a Hedging Agreement Assignment. (ed) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Facility Agent. (gf) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or Agreement. (g) If, at any time, the aggregate notional principal amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed 100 per cent. of the Loan at that time, the Borrowers must promptly notify the Facility Agent and must reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Hedge Counterparties so that it no longer exceeds or will not exceed 100 per cent. of the Loan then or that will be outstanding. (h) Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (g) above will be apportioned as between those transactions pro rata. (i) Subject to paragraph (l) below, neither a Hedge Counterparty nor a Borrower may terminate or close out any transactions in respect of any Hedging Agreement Assignment(in whole or in part) except: (i) in accordance with paragraph (g) above ; (ii) on the occurrence of an Illegality, (as such expression is defined in the relevant Hedging Agreement); (iii) in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent makes a demand for repayment of the Loan but irrespective as to whether such payment is made pursuant to that demand; (iv) in the case of any other termination or closing out by a Hedge Counterparty or a Borrower, with the consent of the Facility Agent; or (v) If the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full; (j) If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under paragraph (i)(iii) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent. (k) A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if a Borrower is in breach of its payment obligations under any transaction in respect of that Hedging Agreement. (l) Each Hedge Counterparty consents to, and acknowledges notices of, the assigning by way of security by each Borrower pursuant to the relevant Hedging Agreement Assignment of its rights under the Hedging Agreements to which it is party in favour of the Security Agent. (m) Any such assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement. (n) The Security Agent shall not be liable for the performance of any of a Borrower’s obligations under a Hedging Agreement.

Hedging. (a) The Borrowers may, A Borrower and the Lender may enter into a Hedging Agreement on the date of this Agreement or at any time during the Security Period, enter into Hedging Agreements and, from the thereafter and shall after that date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements Agreement in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate (subject to the Lender's right of a first refusal and with the Lender's prior consent), with another bank or financial institution; (ii) be for a term ending on no later than the Termination Date; (iii) have settlement dates coinciding with the last day of each Interest Payment DatesPeriod; (iv) be based on an ISDA Master Agreement and otherwise be in form and substance satisfactory to agreed form; (v) provide for two-way payments in the Facility Agentevent of a termination of a transaction in respect of that Hedging Agreement, whether on a Termination Event (as defined each the Hedging Agreement) or on an Event of Default (as defined in each Hedging Agreement); and (vvi) provide that the Termination Currency (as defined in the relevant that Hedging Agreement) shall be dollars. (d) The rights of a Borrower under any Hedging Agreement shall be charged or assigned by way of security under a Hedging Agreement AssignmentSecurity. (e) The parties If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will the Loan at that time, the Borrowers must, at the request of the Lender, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to each Hedging Agreement must comply with the terms of Lender so that Hedging Agreementit no longer exceeds or will not exceed the Loan then or that will be outstanding. (f) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive Any reductions in the terms of any Hedging Agreement without the consent aggregate notional amount of the Security Agenttransactions in respect of the Hedging Agreements in accordance with paragraph (e) above will be apportioned as between those transactions pro rata. (g) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical any transactions in nature and does not give rise to a conflict with respect of any provision of this Agreement or the Hedging Agreement Assignmentunder which no Borrower has any actual or contingent indebtedness.

Hedging. (a) The Borrowers may, at Borrower shall maintain each Interest Rate Agreements entered into with any time during the Security Period, enter into Hedging Agreements and, from the date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements Swap Bank in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this AgreementSection 3.3. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Interest Rate Agreement shall: (i) be with in a Hedge Counterparty form and each Hedge Counterparty shall, on terms and conditions agreed by the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a LenderFacility Agent; (ii) be with a Swap Bank and each Swap Bank shall also be a Lender (or an Affiliate of such Lender); (iii) be for a term ending no later on (or before) the Final Payment Date in respect of the Tranche(s) which are greater than or equal to the Termination Dateaggregate notional principal amount of the transactions under the Interest Rate Agreement; (iiiiv) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to interest payment dates of the Facility AgentLoan; and (v) provide that the Termination Currency (as defined in the relevant Hedging Interest Rate Agreement) shall be dollarsDollars. (c) The rights of the Borrower under any Interest Rate Agreement to which it is a party shall be assigned by way of security under an Interest Rate Agreement Assignment. (d) The rights of a Borrower under any Hedging Agreement shall be charged or assigned by way of security under a Hedging Agreement Assignment. (e) The parties to each Hedging Interest Rate Agreement must comply with the terms of that Hedging Interest Rate Agreement. (fe) Neither a Hedge Counterparty Swap Bank nor a the Borrower may amend, supplement, extend or waive the terms of any Hedging Interest Rate Agreement without the consent of the Security Facility Agent. (gf) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement. (g) If, at any time, the aggregate notional principal amount of the transactions in respect of the Interest Rate Agreement exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Hedging Loan, as the case may be, at that time, the Borrower must promptly notify the Facility Agent and must, at the request of the Facility Agent (acting on the instructions of the Majority Lenders), reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) so that it no longer exceeds or will not exceed the Loan, as the case may be, then or that will be outstanding and shall provide evidence that the transactions have been so reduced. (h) Any reductions in the aggregate notional amount of the transactions in respect of the Interest Rate Agreement Assignmentin accordance with paragraph (g) above will be apportioned as between those transactions pro rata. (i) A Swap Bank may only suspend making payments under a transaction in respect of an Interest Rate Agreement if the Borrower is in breach of its payment obligations under any transaction in respect of that Interest Rate Agreement. (j) Each Swap Bank consents to, and acknowledges notices of, the assigning by way of security by each of the Borrower pursuant to the relevant Interest Rate Agreement of its rights under the Interest Rate Agreement to which it is party in favor of the Security Trustee. (k) Any such assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Interest Rate Agreement. (l) The Security Trustee shall not be liable for the performance of the Borrower’s obligations under an Interest Rate Agreement to which it is a party.

Hedging. (a) The Borrowers mayBorrower shall, at any time during within fourteen (14) days following the Security PeriodDrawdown Date, enter into Hedging Interest Rate Agreements and, with any Swap Bank and shall from the date of entering into such Hedging Agreements, shall thereafter that time onwards maintain such Hedging Interest Rate Agreements in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this AgreementSection 3.7. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Interest Rate Agreement shall: (i) be with in a Hedge Counterparty form and each Hedge Counterparty shall, on terms and conditions agreed by the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a LenderFacility Agent; (ii) be with a Swap Bank and each Swap Bank shall also be a Lender (or an Affiliate of such Lender); (iii) be for a term ending no later than on (or before) the Termination Final Payment Date; (iiiiv) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to interest payment dates of the Facility AgentLoan; and (v) provide that the Termination Currency (as defined in the relevant Hedging Interest Rate Agreement) shall be dollars. (dc) The rights of a the Borrower under any Hedging Interest Rate Agreement to which it is a party shall be charged or assigned by way of security under a Hedging an Interest Rate Agreement Assignment. (ed) The parties to each Hedging Interest Rate Agreement must comply with the terms of that Hedging Interest Rate Agreement. (fe) Neither a Hedge Counterparty Swap Bank nor a the Borrower may amend, supplement, extend or waive the terms of any Hedging Interest Rate Agreement without the consent of the Security Facility Agent. (gf) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement. (g) If, at any time, the aggregate notional principal amount of the transactions in respect of the Interest Rate Agreement exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Hedging Loan, as the case may be, at that time, the Borrower must promptly notify the Facility Agent and must, at the request of the Facility Agent (acting on the instructions of the Majority Lenders), reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) so that it no longer exceeds or will not exceed the Loan, as the case may be, then or that will be outstanding and shall provide evidence that the transactions have been so reduced. The aggregate notional principal amount of the transactions in respect of the Interest Rate Agreements shall at all times be greater than or equal to 50% of the principal amount of the Loan then outstanding. (h) Any reductions in the aggregate notional amount of the transactions in respect of the Interest Rate Agreement Assignmentin accordance with paragraph (g) above will be apportioned as between those transactions pro rata. (i) A Swap Bank may only suspend making payments under a transaction in respect of an Interest Rate Agreement if the Borrower is in breach of its payment obligations under any transaction in respect of that Interest Rate Agreement. (j) Each Swap Bank consents to, and acknowledges notices of, the assigning by way of security by each of the Borrower pursuant to the relevant Interest Rate Agreement of its rights under the Interest Rate Agreement to which it is party in favour of the Security Trustee. (k) Any such assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Interest Rate Agreement. (l) The Security Trustee shall not be liable for the performance of the Borrower’s obligations under an Interest Rate Agreement to which it is a party.

Hedging. (a) The Borrowers may, at any time during shall have the Security Period, option to enter into a Hedging Agreements and, from the Agreement and shall after that date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements Agreement in accordance with this Clause 8.5 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements Agreement shall not exceed the aggregate principal be at least such amount of the LoanLoan to be agreed between the Borrowers and the other Parties to this Agreement at the time of entering into any Hedging Agreement. (c) Each The Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, shall also be a Lender or an Affiliate of a Lender; (ii) be for a term ending no later than on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and (v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (d) The rights of a each Borrower under any the Hedging Agreement and any Hedge Counterparty Guarantee shall be charged or assigned by way of security under a the Hedging Agreement AssignmentSecurity. (e) The parties to each the Hedging Agreement must comply with the terms of that the Hedging Agreement. (f) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any the Hedging Agreement or Hedge Counterparty Guarantee without the consent of the Security Agent. (g) Paragraph (f) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement AssignmentSecurity. (h) If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreement exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed an amount of the Loan at that time, such amount to be agreed between the Borrowers and the other Parties to this Agreement at the time of entering into any Hedging Agreement, the Borrowers must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the above agreed percentage of the Loan then or that will be outstanding. (i) Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreement in accordance with paragraph (h) above will be apportioned as between those transactions pro rata. (j) Paragraph (h) above shall not apply to any transactions in respect of the Hedging Agreement under which no Borrower has any actual or contingent indebtedness. (k) The Facility Agent must make a request under paragraph (h) above if so required by a Hedge Counterparty. (l) Neither a Hedge Counterparty nor the Borrowers may terminate or close out any transactions in respect of the Hedging Agreement (in whole or in part) except: (i) in accordance with paragraphs (h)-(k) above; (ii) on the occurrence of an Illegality, (as such expression is defined in the Hedging Agreement); (iii) in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under paragraph (a)(ii) of Clause 27.20 (Acceleration) or, having served notice under paragraph (a)(iii) of Clause 27.20 (Acceleration), makes a demand; (iv) in the case of any other termination or closing out by a Hedge Counterparty or a Borrower, with the consent of the Facility Agent; or (v) if the Secured Liabilities (other than in respect of the Hedging Agreement) have been irrevocably and unconditionally paid and discharged in full; (m) If a Hedge Counterparty or a Borrower terminates or closes out a transaction in respect of the Hedging Agreement (in whole or in part) in accordance with sub-paragraphs (ii) or (in the case of a Hedge Counterparty only) (iii) of paragraph (l) above, it shall promptly notify the Facility Agent of that termination or close out. (n) If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of the Hedging Agreement under sub-paragraph (iii) of paragraph (l) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent. (o) A Hedge Counterparty may only suspend making payments under a transaction in respect of the Hedging Agreement if a Borrower is in breach of its payment obligations under any transaction in respect of the Hedging Agreement. (p) Each Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by each Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreement to which it is party in favour of the Security Agent. (q) Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under the Hedging Agreement. (r) The Security Agent shall not be liable for the performance of the Borrowers’ obligations under the Hedging Agreement. (s) No Borrower or any Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under the Hedging Agreement or permit a change of Hedge Counterparty Guarantor without the consent of the Security Agent.

Hedging. (a) The Borrowers may, at any time during the Security Period, may enter into Hedging Agreements and, from the and shall after that date of entering into such Hedging Agreements, shall thereafter maintain such Hedging Agreements in accordance with this Clause 8.5 9.7 (Hedging), without prejudice to any right a Hedge Counterparty or a Borrower may have to terminate a Hedging Agreement in accordance with the terms thereof and it being specified that a Hedge Counterparty is under no obligation to enter into any Hedging Agreement with the Borrowers. For the avoidance of doubt, the Lenders agree that each Hedging Agreement will be secured pari passu by the Security to be granted to the Security Agent pursuant to this Agreement. (b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate principal amount of the Loan. (c) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall, on the date on which the Hedging Agreement is entered into, shall also be a Lender or an Affiliate of a Lender;; 65 ‌ EUROPE/75083879v5 ​ (ii) be for a term ending no later than on or before the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be based in agreed form; (v) provide for two-way payments in the event of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) or on an ISDA Master Agreement and otherwise Event of Default (as defined in form and substance satisfactory to the Facility Agentrelevant Hedging Agreement); and (vvi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (dc) The rights of a each Borrower under any the Hedging Agreement Agreements shall be charged or assigned by way of security under a Hedging Agreement Assignment. (ed) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (fe) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Facility Agent. (gf) Paragraph (fe) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or Agreement. (g) If, at any time, the aggregate notional principal amount of the transactions in respect of the Hedging Agreement AssignmentAgreements exceeds or, as a result of any repayment, prepayment or cancellation under this Agreement, will exceed 100 per cent. of the Loan at that time, the Borrowers must promptly notify the Facility Agent and must reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Hedge Counterparties so that it no longer exceeds or will not exceed 100 per cent. of the Loan then or that will be outstanding.