Common use of Hedging Clause in Contracts

Hedging. (a) The Borrowers may enter into Hedging Agreements and shall after that date maintain such Hedging Agreements in accordance with this Clause 9.7 (Hedging). (b) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender; 65 ‌ EUROPE/73091764v9 ​ (ii) be for a term ending on or before on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be 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 Event of Default (as defined in the relevant Hedging Agreement); and (vi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (c) The rights of each Borrower under the Hedging Agreements shall be assigned by way of security under a Hedging Agreement Assignment. (d) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (e) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Facility Agent. (f) Paragraph (e) 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 Hedging Agreements 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 may, at any time during the Security Period, enter into Hedging Agreements and and, from the date of entering into such Hedging Agreements, shall after that date thereafter maintain such Hedging Agreements in accordance with this Clause 9.7 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 shall, on the date on which the Hedging Agreement is entered into, also be a Lender or an Affiliate of a Lender; 65 ‌ EUROPE/73091764v9 ​; (ii) be for a term ending on or before on no later than the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be 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 based on an Event of Default (as defined ISDA Master Agreement and otherwise in form and substance satisfactory to the relevant Hedging Agreement)Facility Agent; and (viv) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (cd) The rights of each a Borrower under the any Hedging Agreements Agreement shall be charged or assigned by way of security under a Hedging Agreement Assignment. (de) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (ef) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Facility Security Agent. (fg) Paragraph (ef) 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 Agreement or the Hedging Agreements 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 outstandingAgreement Assignment.

Hedging. (a) The Borrowers may enter into From and including the first Utilisation Date, the Borrower must maintain Hedging Agreements and shall after that date maintain such Hedging Agreements Arrangements (on behalf of the Asset Companies) in respect of interest payable under this Agreement in accordance with this Clause 9.7 (Hedging)Clause. (b) Each All Hedging Agreement shallArrangements must be: (i) be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender; 65 ‌ EUROPE/73091764v9 ​or another counterparty acceptable to the Facility Agent; (ii) be for a term ending on or before on in form and substance satisfactory to the Termination Date;Facility Agent; and (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be 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) charged or on an Event of Default (as defined in the relevant Hedging Agreement); and (vi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (c) The rights of each Borrower under the Hedging Agreements shall be assigned by way of security under a the Hedging Agreement Assignment. (di) The parties to each Hedging Agreement Arrangement must comply with the terms of that Hedging AgreementArrangement. (eii) Neither a Hedge Counterparty nor a the Borrower may amend, supplement, extend amend or waive the terms of any Hedging Agreement Arrangement without the consent of the Facility Agent. (fd) Paragraph Neither a Counterparty nor the Borrower may terminate or close out any Hedging Arrangement (in whole or in part) except: (i) if it becomes illegal for that party to continue to comply with its obligations under that Hedging Arrangement; (ii) if all the Loans and other amounts outstanding under the Finance Documents have been unconditionally and irrevocably paid and discharged in full; (iii) in the case of termination or closing out by a Counterparty, if the Facility Agent serves notice under Clause 23.19 (Acceleration) or, having served notice under Clause 23.19 (Acceleration), makes a demand; or (iv) in the case of termination or closing out by the Borrower, with the consent of the Facility Agent. (e) above shall not apply to an amendment, supplement or waiver A Counterparty may only suspend making payments under a Hedging Arrangement if the Borrower is in breach of its payment obligations under that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this AgreementHedging Arrangement. (gf) If, at any time, Each Counterparty acknowledges that the aggregate notional principal amount rights of the transactions in respect of Borrower under the Hedging Agreements exceeds or, as a result Arrangements to which it is party have been charged or assigned by way of any repayment, prepayment or cancellation security 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 outstandingHedging Assignment.

Hedging. (a) The Borrowers may enter into From and including the first Utilisation Date the Company must maintain Hedging Agreements and shall after that date maintain such Hedging Agreements in relation to the B Loan in accordance with this Clause 9.7 (Hedging)at all times. (b) Each All Hedging Agreement shallAgreements must be: (i) be with a Hedge Counterparty and each that Hedge Counterparty, or a person acceptable to the Facility Agent that has unconditionally guaranteed the obligations of that Hedge Counterparty shall also be under the Hedging Arrangements in form and substance satisfactory to the Facility Agent (acting reasonably), must have a Lender; 65 ‌ EUROPE/73091764v9 ​Requisite Rating (or, in the case of a Rating Event Replacement Counterparty or where a guarantee has been provided as a result of the occurrence of a Rating Event, such other rating as is approved by the Facility Agent); (ii) be for a term ending on or before on in form and substance satisfactory to the Termination DateFacility Agent; (iii) have settlement dates coinciding with in a notional principal amount at least equal to 100 per cent, of the Interest Payment Dates;amount of the B Loan; and (iv) be 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) charged or on an Event of Default (as defined in the relevant Hedging Agreement); and (vi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (c) The rights of each Borrower under the Hedging Agreements shall be assigned by way of security under a Security Agreement. (c) If, at any time, the notional principal amount of the Hedging Agreement AssignmentAgreements exceeds 100 per cent. of the amount of the B Loan at that time, the Company must, at the request of the Facility Agent, promptly reduce the notional principal amount of the Hedging Agreements by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds the amount of the B Loan then outstanding. (d) The Company shall, subject to agreement with the relevant Hedge Counterparty, be entitled to terminate Hedging Arrangements provided that the Company has (if required) entered into substitute Hedging Arrangements which comply with this Clause. (i) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (eii) Neither a Hedge Counterparty nor a Borrower the Company may amend, supplement, extend amend or waive the terms of any Hedging Agreement without the consent of the Facility Agent. (f) Paragraph Neither a Hedge Counterparty nor the Company may terminate or close out any Hedging Agreement (ein whole or in part) above shall not apply except: (i) in accordance with paragraph (c) or (d) above; (ii) if it becomes illegal for that party to an amendmentcontinue to comply with its obligations under that Hedging Agreement; (iii) if the B Loan and all other amounts outstanding under the Finance Documents in relation to the B Loan (other than the Hedging Agreements) have been unconditionally and irrevocably paid and discharged in full; (iv) in the case of termination or closing out by a Hedge Counterparty: (A) if the Facility Agent serves notice under Clause 19.18 (Acceleration) or, supplement having served notice under Clause 19.18 (Acceleration), makes a demand; or (B) on the occurrence of a Failure to Pay Event of Default (as defined in the 1992 ISDA Master Agreement (Multicurrency-Cross Border)) in respect of the Company; or (C) on the occurrence of a Bankruptcy Event of Default (as defined in Clause 5(a)(vii)(1)(3), (4) or waiver that is administrative (8) (except to the extent analogous to Section 5(a)(vii)(2), (5), (6) or (7)) of the 1992 ISDA Master Agreement (Multicurrency-Cross Border)) in respect of the Company; or (D) on the occurrence of a Termination Event (as defined in the 1992 ISDA Master Agreement (Multicurrency-Cross Border)); or (v) in the case of termination or closing out by the Company: (A) with the consent of the Facility Agent (and mechanical in nature and does not give rise where the new Hedge Counterparty accedes to the Intercreditor Deed); or (B) as a result of a Rating Event occurring with respect to a conflict Hedge Counterparty failing to comply with any provision the provisions of this Agreementthe relevant Hedging Arrangement regarding Rating Events. (g) If, at any timeIn the case of termination or closing out by the Company pursuant to paragraph (f)(v)(B) above, the aggregate notional principal amount Company must enter into substitute Hedging Agreements which comply with this Clause within 30 days of the transactions relevant termination unless a Rating Agency has confirmed that not to do so will not result in respect a downgrade to the then current ratings of the notes issued pursuant to the Securitisation. The Company must use all reasonable endeavours to ensure that the new Hedge Counterparty accedes to the Intercreditor Deed. (h) A Hedge Counterparty may not suspend making payments under a Hedging Agreement on the occurrence of a Potential Event of Default (as defined in the 1992 ISDA Master Agreement (Multicurrency Cross Border)). (i) A Hedge Counterparty may only suspend making payments under a Hedging Agreement if the Company is in breach of its payment obligations under that Hedging Agreement. (j) Each Hedge Counterparty acknowledges that the rights of the Company under the Hedging Agreements exceeds or, to which it is party have been charged or assigned by way of security under a Security Agreement and that payments due to the Hedge Counterparty are governed by the terms of both this Agreement and the Intercreditor Deed (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 applicable). (i) Each Hedge Counterparty must promptly notify the Facility Agent upon becoming aware in the context of this Clause that a Rating Event has occurred in relation to it, or any person that has unconditionally guaranteed its obligations under the relevant Hedging Arrangement. (ii) If a Rating Event has occurred in relation to a Hedge Counterparty, or any person that has unconditionally guaranteed the obligations of a Hedge Counterparty under the relevant Hedging Arrangement, the Hedge Counterparty must comply with its obligations in that regard under that Hedging Arrangement. (iii) A Hedge Counterparty shall immediately on demand pay all reasonable costs and must reduce expenses (including legal fees) incurred by the aggregate notional amount Company and the Facility Agent as a result of those transactions by an amount the occurrence of a Rating Event with respect to such Hedge Counterparty and in the operation of this subparagraph (i). (l) The Company and a manner satisfactory Hedge Counterparty may, after prior consultation with the Facility Agent, agree to the transfer by the Hedge Counterparties so Counterparty of all or a portion of its rights and obligations under a Hedging Arrangement to another Hedge Counterparty provided that it no longer exceeds or the Company will at all times be in compliance with this Clause and provided that the new Hedge Counterparty accedes to the Intercreditor Deed. (m) A failure on the part of a Hedge Counterparty to comply with its obligations under this Clause will not exceed 100 per cent. affect the obligations of the Loan then or Company under the Finance Documents (other than under the Hedge Agreement with that will Hedge Counterparty to the extent applicable as a result of the non-compliance). (n) No Hedge Counterparty may be outstandingappointed unless it has first become a party to the Intercreditor Deed.

Hedging. (a) The Borrowers may enter into Hedging Agreements and shall after that date maintain such Hedging Agreements in accordance with this Clause 9.7 8.5 (Hedging). (b) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender; 65 ‌ EUROPE/73091764v9 ​; (ii) be for a term ending on or before on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be 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 Event of Default (as defined in the relevant Hedging Agreement); and (vi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (c) The rights of each Borrower under the Hedging Agreements shall be assigned by way of security under a Hedging Agreement Assignment. (d) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (e) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Facility Agent. (f) Paragraph (e) 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 Hedging Agreements exceeds or, as a result of any repayment, repayment or 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. (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 (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 With respect to each Purchased Asset that is a Hedge Required Asset, Seller shall enter into Hedging Agreements one or more one-hundred percent (100%) cash collateralized Interest Rate Protection Agreement(s) at the direction of and in a form reasonably acceptable to Buyer. Seller shall take such actions as Buyer deems necessary to perfect the security interest granted in each Interest Rate Protection Agreement (including any Cleared Swap) pursuant to Section 11.01, and shall after assign or pledge to Buyer, which assignment or pledge shall (other than in the case of a Cleared Swap) be consented to in writing by each Hedge Counterparty, all of Seller’s rights (but none of the obligations) in, to and under each Interest Rate Protection Agreement, subject to, in the case of a Cleared Swap, (i) the rights, if any, of the related DCO and FCM and (ii) any limitation on assignment or pledge by Seller required by the DCO or FCM. Each Interest Rate Protection Agreement shall contain provisions acceptable to Buyer for additional credit support in the event the rating of any Rating Agency assigned to the Hedge Counterparty (other than an Affiliated Hedge Counterparty) is downgraded or withdrawn, in which event Seller shall ensure that date maintain such Hedging additional credit support is provided or promptly, subject to the approval of Buyer, enter into new Interest Rate Protection Agreements in accordance with this Clause 9.7 (Hedging)respect to the related Purchased Assets with a replacement Hedge Counterparty. (b) Each Hedging Prior to the Purchase Date of the first Purchased Asset that is also a Hedge Required Asset, Seller shall establish the Hedge Account at the Deposit Account Bank. Buyer shall have sole dominion and control (including, without limitation, “control” within the meaning of Section 9-104(a)) of the UCC) over the Hedge Account. Except as expressly set forth in this Section 8.10(b), Seller shall not have any right to withdraw amounts on deposit in the Hedge Account without the prior written consent of Buyer. With respect to any Interest Rate Protection Agreement shall: entered into with respect to a Purchased Asset, Seller shall direct, in writing, the related Hedge Counterparty, or in the case of a Cleared Swap, the related FCM, to (i) be with a Hedge Counterparty make payment of all regularly scheduled payments and each Hedge Counterparty shall also be a Lender; 65 ‌ EUROPE/73091764v9 ​ termination payments payable to Seller and (ii) be for deliver all collateral, including any variation margin payments, returned by the Hedge Counterparty to Seller with respect to such Interest Rate Protection Agreement into the Hedge Account. Prior to the occurrence of a term ending Default or an Event of Default, Seller may withdraw from the Hedge Account any amounts representing Permitted Withdrawals. With respect to any Other Permitted Withdrawal, at least two (2) Business Days’ prior to the applicable withdrawal date, Seller shall deliver to Buyer written notice of its intent to make such Other Permitted Withdrawal which notice, at a minimum, provides evidence that the amounts remaining on or before on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be in agreed form; (v) provide for two-way payments deposit in the event Hedge Account are at least equal to the aggregate amount of collateral, including any variation margin payments, returned by the related Hedge Counterparties to Seller (and not otherwise re-delivered to such Hedge Counterparties) that relate to Interest Rate Protection Agreements entered into by Seller with respect to Assets that remain Purchased Assets, and as soon as practicable thereafter any documentation related thereto reasonably requested by Buyer. Buyer shall have two (2) Business Days, from the later of (x) receipt of such notice or (y) receipt of any related documentation requested by Buyer, to notify Seller that, in Buyer’s reasonable discretion, it has determined that the withdrawal is not an Other Permitted Withdrawal. In such event, Seller shall not be permitted to make such Other Permitted Withdrawal. If Buyer does not object to such Other Permitted Withdrawal within such two (2) Business Day period, Seller shall be permitted to withdraw from the Hedge Account any amounts representing the Other Permitted Withdrawal set forth in Seller’s previously delivered notice. Notwithstanding anything set forth in this Section 8.10(b) to the contrary, all rights of Seller to withdraw amounts on deposit in the Hedge Account without Buyer’s prior written consent shall terminate upon the occurrence of a termination of a transaction in respect of a Hedging Agreement, whether on a Termination Event (as defined in the relevant Hedging Agreement) Default or on an Event of Default (as defined hereunder. Any withdrawal from the Hedge Account not in the relevant Hedging Agreement); and (vi) provide that the Termination Currency (as defined in the relevant Hedging Agreementcompliance with this Section 8.10(b) shall be dollarsresult in an Event of Default hereunder. (c) The rights For the avoidance of each Borrower under doubt, to the Hedging Agreements extent amounts on deposit in the Hedge Account are not sufficient to satisfy collateral posting obligations owed by Seller to a Hedge Counterparty, Seller shall be assigned by way of security under satisfy such obligations from amounts available to Seller from a Hedging Agreement Assignmentsource other than either the Servicer Account or the Waterfall Account. (d) The parties Following the occurrence of an Event of Default, Buyer shall have the right to each Hedging Agreement must comply with apply all amounts on deposit in the terms of that Hedging AgreementHedge Account to the outstanding Repurchase Obligations in such order and manner as Buyer determines in its discretion. (e) Neither Promptly upon receipt, Seller shall deliver to Buyer a copy of each “daily statement” report from each applicable Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Facility Agent. (f) Paragraph (e) above shall not apply and such other information reasonably requested by Buyer with respect to an amendment, supplement or waiver that is administrative and mechanical amounts required to be on deposit 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 Hedging Agreements 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 outstandingAccount.

Hedging. (a) The Borrowers may at their option and the option of the relevant Hedge Counterparties enter into Hedging Agreements and shall after that date maintain such Hedging Agreements in accordance with this Clause 9.7 8.5 (Hedging). (b) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender; 65 ‌ EUROPE/73091764v9 ​; (ii) be for a term ending on or before on the relevant Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be 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 based on an Event of Default (as defined ISDA Master Agreement and otherwise in form and substance satisfactory to the relevant Hedging Agreement)Facility Agent; and (viv) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (c) The rights of each Borrower under the Hedging Agreements and any Hedge Counterparty Guarantee shall be charged or assigned by way of security under a Hedging Agreement AssignmentSecurity. (d) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (e) 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 Facility Security Agent. (f) Paragraph (e) 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 AgreementAgreement or the Hedging Agreement Security. (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, repayment or 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 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 Hedge Counterparties Facility Agent 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) 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 Borrower may enter into Hedging Agreements and shall after that date maintain such Hedging Agreements in accordance with this Clause 9.7 9.5 (Hedging). (b) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender; 65 ‌ EUROPE/73091764v9 ​Counterparty; (ii) be for a term ending on or before on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be 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 based on an Event of Default (as defined ISDA Master Agreement and otherwise in form and substance satisfactory to the relevant Hedging Agreement)Facility Agent; and (viv) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (c) The rights of each the Borrower under the Hedging Agreements shall be charged or assigned by way of security under a Hedging Agreement AssignmentSecurity. (d) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (e) 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 Facility Security Agent. (f) Paragraph (e) 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 AgreementAgreement or the Hedging Agreement Security. (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, repayment or prepayment or cancellation under this Agreement, will exceed 100 per cent. of the Loan at that time, the Borrowers Borrower must promptly notify the Facility Agent and must 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 Hedge Counterparties Facility Agent 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) Paragraph (g) above shall not apply to any transactions in respect of any Hedging Agreement under which the Borrower has no actual or contingent indebtedness. ​ (j) The Facility Agent must make a request under paragraph (g) above if so required by a Hedge Counterparty. (k) A Hedge Counterparty may not terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) in accordance with the terms of such Hedging Agreement except: (i) in accordance with paragraphs (g) to (j) above; (ii) on the occurrence of an Illegality, (as such expression is defined in the relevant Hedging Agreement); (iii) if the Facility Agent serves notice under sub-paragraph (ii) of paragraph (a) of Clause 27.19 (Acceleration) or, having served notice under sub-paragraph (iii) of paragraph (a) of Clause 27.19 (Acceleration), makes a demand; (iv) with the consent of the Facility Agent; (v) if it or any of its Affiliates ceases to be a Lender; (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 (i) the Borrower terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part); (ii) a Hedge Counterparty terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part); in accordance with sub-paragraphs (ii) or (iii) of paragraph (k) above, such party 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 the 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 the 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 the Borrower's obligations under a Hedging Agreement. ​ (r) Neither the Borrower nor any Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement without the consent of the Security Agent.

Hedging. (a) The Borrowers Borrower may request a Hedge Counterparty to enter into Hedging Agreements and shall if such Hedging Agreements are entered into after that date maintain such Hedging Agreements in accordance with this Clause 9.7 8.5 (Hedging)., (b) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender; 65 ‌ EUROPE/73091764v9 ​Counterparty; (ii) be for a term ending on or before on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be 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 Event of Default (as defined in the relevant Hedging Agreement); and (vi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (c) The rights of each the Borrower under the Hedging Agreements shall be 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. (d) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (e) 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 Facility Agent. (f) Paragraph (e) 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 Hedging Agreements 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 shall have the option to enter into a Hedging Agreements Agreement and shall after that date maintain such Hedging Agreements Agreement in accordance with this Clause 9.7 8.5 (Hedging). (b) Each The aggregate notional amount of the transactions in respect of the Hedging Agreement shall be at least such amount of the Loan to be agreed between the Borrowers and the other Parties to this Agreement at the time of entering into any Hedging Agreement. (c) The Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender; 65 ‌ EUROPE/73091764v9 ​; (ii) be for a term ending on or before on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be 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 based on an Event of Default (as defined ISDA Master Agreement and otherwise in form and substance satisfactory to the relevant Hedging Agreement)Facility Agent; and (viv) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (cd) The rights of each Borrower under the Hedging Agreements Agreement and any Hedge Counterparty Guarantee shall be charged or assigned by way of security under a the Hedging Agreement AssignmentSecurity. (de) The parties to each the Hedging Agreement must comply with the terms of that the Hedging Agreement. (ef) 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 Facility Security Agent. (fg) Paragraph (ef) 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 AgreementAgreement or the Hedging Agreement Security. (gh) If, at any time, the aggregate notional principal amount of the transactions in respect of the Hedging Agreements Agreement exceeds or, as a result of any repayment, repayment or prepayment or cancellation under this Agreement, will exceed 100 per cent. 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 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 Hedge Counterparties Facility Agent so that it no longer exceeds or will not exceed 100 per cent. 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 Borrower may request a Hedge Counterparty to enter into Hedging Agreements and shall if such Hedging Agreements are entered into after that date maintain such Hedging Agreements in accordance with this Clause 9.7 8.5 (Hedging). (b) Each Hedging Agreement shall: (i) be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender; 65 ‌ EUROPE/73091764v9 ​Counterparty; (ii) be for a term ending on or before on the Termination Date; (iii) have settlement dates coinciding with the Interest Payment Dates; (iv) be 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 Event of Default (as defined in the relevant Hedging Agreement); and (vi) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars. (c) The rights of each the Borrower under the Hedging Agreements shall be 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. (d) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement. (e) 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 Facility Agent. (f) Paragraph (e) 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 Hedging Agreements 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.