Common use of Consultation Period Clause in Contracts

Consultation Period. (a) Subject to paragraph (b) below, before giving any instructions to the Security Agent to enforce the Transaction Security or refrain or cease from enforcing the Transaction Security or to take any other Enforcement Action, the Agent(s) of the Creditors represented in the Instructing Group concerned (and, if applicable, any relevant Hedge Counterparties) shall consult with each other Agent, each other Hedge Counterparty, each Operating Facility Lender and the Security Agent in good faith about the instructions to be given by the Instructing Group for a period of not less than five Business Days (or, in the case of any consultation involving a Senior Notes Trustee, a Senior Parent Notes Trustee or a Creditor Representative in respect of any high yield notes, debt securities or other similar instruments, 15 days) from the date on which details of the proposed instructions are received by such Agents, Hedge Counterparties, Operating Facility Lenders and the Security Agent (or such shorter period as each Agent, Hedge Counterparty, Operating Facility Lender and the Security Agent shall agree) (the "Consultation Period"), and only following the expiry of a Consultation Period shall the Instructing Group be entitled to give any instructions to the Security Agent to enforce the Transaction Security or refrain or cease from enforcing the Transaction Security or take any other Enforcement Action. (b) No Agent or Hedge Counterparty shall be obliged to consult in accordance with paragraph (a) above and an Instructing Group shall be entitled to give any instructions to the Security Agent to enforce the Transaction Security or take any other Enforcement Action prior to the end of a Consultation Period (in each case provided that such instructions are consistent with any applicable requirements of this Agreement and the Security Documents) if: (i) the Transaction Security has become enforceable as a result of an Insolvency Event; or (ii) the Instructing Group or any Agent of the Creditors represented in the Instructing Group determines in good faith (and notifies each other Agent, the Hedge Counterparties and the Security Agent) that to enter into such consultations and thereby delay the commencement of enforcement of the Transaction Security would reasonably be expected to have a material adverse effect on: (A) the Security Agent's ability to enforce any of the Transaction Security; or (B) the realisation proceeds of any enforcement of the Transaction Security, and, where this paragraph (b) applies: (I) any instructions shall be limited to those necessary to protect or preserve the interests of the Senior Secured Creditors on behalf of which the relevant Instructing A44420063 Group is acting in relation to the matters referred to in paragraphs (A) and (B) above; and (II) the Security Agent shall act in accordance with the instructions first received. (c) As soon as reasonably practicable following receipt of any instructions from an Instructing Group to enforce the Transaction Security, refrain or cease from enforcing the Transaction Security or, as the case may be, take any other Enforcement Action, the Security Agent shall provide a copy of such instructions to each Agent, Hedge Counterparty and Operating Facility Lender (unless it received those instructions from that person).

Consultation Period. (a) Subject to paragraph (b) belowSection 11.01(b), before giving any instructions to the Security Agent Applicable Designated Representative to enforce the Transaction Security Non-U.S. Collateral or refrain or cease from enforcing the Transaction Security Non-U.S. Collateral or to take any other Enforcement ActionAction in respect of Non-U.S. Collateral, the Agent(sRepresentative(s) of the Creditors represented in the Instructing Group concerned (and, if applicable, any relevant Hedge Counterparties) Applicable Secured Parties shall consult with each other Agent, each other Hedge Counterparty, each Operating Facility Lender Representative and the Security Agent Applicable Designated Representative in good faith about the instructions to be given by the Instructing Group Applicable Secured Parties for a period of not less than five ten (10) Business Days (or, in the case of any consultation involving a Senior Notes Trustee, a Senior Parent Notes Trustee or a Creditor Representative in respect of any high yield notes, debt securities or other similar instruments, 15 thirty (30) days) from the date on which details of the proposed instructions are received by such Agents, Hedge Counterparties, Operating Facility Lenders and Representative or the Security Agent Applicable Designated Representative (or such shorter period as each Agent, Hedge Counterparty, Operating Facility Lender Representative and the Security Agent Applicable Designated Representative shall agree) (the "“Consultation Period"”), and and, subject to Section 11.01(b) only following the expiry of a Consultation Period shall the Instructing Group Applicable Secured Parties concerned be entitled to give any instructions to the Security Agent Applicable Designated Representative to enforce the Transaction Security Non-U.S. Collateral or refrain or cease from enforcing the Transaction Security Non-U.S. Collateral or take any other Enforcement Action. (b) No Agent or Hedge Counterparty Representative (other than the Applicable Designated Representative) shall be obliged to consult in accordance with paragraph (a) above and an Instructing Group the Applicable Secured Parties concerned shall be entitled to give any instructions to the Security Agent Applicable Designated Representative to enforce the Transaction Security Non-U.S. Collateral or take any other Enforcement Action prior to the end of a Consultation Period (in each case case, provided that such instructions are consistent with with, and do not violate, any applicable requirements provisions of this Agreement and the Security Collateral Documents) if: : (i) the Transaction Security Non-U.S. Collateral has become enforceable as a result of an Insolvency Eventor Liquidation Proceeding; or or (ii) the Instructing Group Applicable Secured Parties concerned or any Agent Representative of the Creditors represented in the Instructing Group Applicable Secured Parties determines in good faith (and notifies each other Agent, the Hedge Counterparties Representative and the Security AgentApplicable Designated Representative) that to enter into such consultations consultation and thereby delay the commencement of enforcement of the Transaction Security would Non-U.S. Collateral could reasonably be expected to have a material adverse effect on: : (A) the Security Agent's Applicable Designated Representative’s ability to enforce any of the Transaction SecurityNon-U.S. Collateral; or or (B) the realisation realization proceeds of any enforcement of the Transaction Security, and, where this paragraph (b) applies: (I) any instructions shall be limited to those necessary to protect or preserve the interests of the Senior Secured Creditors on behalf of which the relevant Instructing A44420063 Group is acting in relation to the matters referred to in paragraphs (A) and (B) above; and (II) the Security Agent shall act in accordance with the instructions first receivedNon-U.S. Collateral. (c) As soon as reasonably practicable following receipt of any instructions from an Instructing Group the Applicable Secured Parties in accordance with this Article 11 to enforce the Transaction SecurityNon-U.S. Collateral, refrain or cease from enforcing the Transaction Security Non-U.S. Collateral or, as the case may be, take any other Enforcement Action, the Security Agent Applicable Designated Representative shall provide a copy of such instructions to each Agent, Hedge Counterparty and Operating Facility Lender other Representative (unless it received those instructions from that personPerson).

Consultation Period. (a) Subject to paragraph (b) below, before giving any instructions to the Security Agent to enforce the Transaction Security or refrain or cease from enforcing having become enforceable in accordance with its terms, if any group of Creditors entitled to give instructions to enforce the Transaction Security or to take any other action as to Enforcement Actionin accordance with Clause 13.2 (Instructions to enforce) wishes to issue Enforcement Instructions, the Agent(s) Creditor Representative representing that group of Creditors shall deliver a copy of the Creditors represented relevant Initial Enforcement Notice to the Security Agent and to each other Creditor Representative. (b) Subject to paragraph (c) below, as soon as reasonably practicable after receipt of an Initial Enforcement Notice, each of the Creditor Representatives will consult in the Instructing Group concerned (and, if applicable, any relevant Hedge Counterparties) shall consult good faith with each other Agent, each other Hedge Counterparty, each Operating Facility Lender and the Security Agent in good faith about the instructions to be given by the Instructing Group for a period of not less than five ten (10) Business Days (or, in the case of any consultation involving a Senior Notes Trustee, a Senior Parent Notes Trustee or a Creditor Representative in respect of any high yield notes, debt securities or other similar instruments, 15 days) from the date on which details of the proposed instructions are received by such Agents, Hedge Counterparties, Operating Facility Lenders and the Security Agent (or such shorter period as each Agent, Hedge Counterparty, Operating Facility Lender Creditor Representative and the Security Agent shall agree) from the date such Initial Enforcement Notice is received by such persons (or such shorter period as the relevant parties may agree) (the "“Consultation Period"”) with a view to co-ordinating the Enforcement Instructions provided that, in the case of an Initial Enforcement Notice delivered by the Majority Super Senior Creditors (or the relevant Creditor Representative(s) on their behalf), and only following the expiry of a Consultation Period shall commence on such date specified by the Instructing Group be entitled Majority Super Senior Creditors (or the relevant Creditor Representative(s) on their behalf) which is no earlier than ten (10) Business Days prior to give any instructions to the earliest date on which the Security Agent is required in accordance with Clause ‎13.2 (Instructions to enforce enforce) to act in accordance with Enforcement Instructions received from the Transaction Security or refrain or cease from enforcing the Transaction Security or take any other Enforcement ActionMajority Super Senior Creditors. (bc) No Agent or Hedge Counterparty Consultation Period shall be obliged to consult in accordance with paragraph (a) above and an Instructing Group shall be entitled to give any instructions to the Security Agent to enforce the Transaction Security or take any other Enforcement Action prior to the end of a Consultation Period (in each case provided that such instructions are consistent with any applicable requirements of this Agreement and the Security Documents) required if: (i) the Transaction Security has become enforceable as a result of an Insolvency EventEvent in relation to a Debtor; or (ii) the Instructing Group or any Agent of the Creditor Representative(s) representing the Creditors represented in comprising the Instructing Group determines in good faith (and notifies each the other Agent, the Hedge Counterparties Creditor Representatives and the Security Agent) that to enter into such consultations and thereby delay the commencement of enforcement of the Transaction Security would Enforcement could reasonably be expected to have a material adverse effect on: on (A) the Security Agent's ability to enforce any of the Transaction Security; or Security or (B) the expected realisation proceeds of any enforcement of the Transaction Security, and, where this paragraph (b) applies: (I) any instructions shall be limited to those necessary to protect or preserve the interests of the Senior Secured Creditors on behalf of which the relevant Instructing A44420063 Group is acting in relation to the matters referred to in paragraphs (A) and (B) above; and (II) the Security Agent shall act in accordance with the instructions first receivedEnforcement. (d) Following the expiry of a Consultation Period or if no Consultation Period is required pursuant to paragraph (c) As soon as reasonably practicable following receipt of any instructions from an Instructing Group to enforce the Transaction Security, refrain or cease from enforcing the Transaction Security or, as the case may be, take any other Enforcement Actionabove, the Security Agent shall provide a copy be entitled to act on any Enforcement Instructions given to it by the group of such Creditors entitled to give instructions to each Agent, Hedge Counterparty enforce the Transaction Security or to take any other action as to Enforcement in accordance with Clause 13.2 (Instructions to enforce) and Operating Facility Lender Clause 13.4 (unless it received those instructions from that personManner of enforcement).

Consultation Period. (a) Subject to paragraph (bd) below, before giving any instructions to the Security Agent to enforce the Transaction Security or refrain or cease from enforcing the Transaction Security or to take any other Enforcement Action, the Agent(s) of the Creditors represented in the Instructing Group concerned (and, if applicable, any relevant 105 Hedge Counterparties) shall consult with each other Agent, each other Hedge Counterparty, each Operating Facility Lender and the Security Agent in good faith about the instructions to be given by the Instructing Group for a period of not less than five 10 Business Days (or, in the case of any consultation involving a Senior Notes Trustee, a Senior Parent Notes Trustee or a Creditor Representative in respect of any high high-yield notes, debt securities or other similar instruments, 15 30 days) from the date on which details of the proposed instructions are received by such Agents, Hedge Counterparties, Operating Facility Lenders and the Security Agent (or such shorter period as each Agent, Hedge Counterparty, Operating Facility Lender and the Security Agent shall agree) (the "“Consultation Period"”), and only following the expiry of a Consultation Period shall the Instructing Group be entitled to give any instructions to the Security Agent to enforce the Transaction Security or refrain or cease from enforcing the Transaction Security or take any other Enforcement Action. (b) No Subject to paragraph (c) below, in the event conflicting instructions are received from any other Instructing Group, the Security Agent shall enforce the Transaction Security, refrain or cease from enforcing the Transaction Security or, as the case may be, take the relevant other Enforcement Action in accordance with the instructions given by an Instructing Group referred to in paragraph (a)(i)(A) of the definition of Instructing Group (in each case provided that such instructions are consistent with any applicable requirements of this Agreement and the Security Documents) and the terms of all instructions given by any other Instructing Group shall be deemed revoked. (c) Prior to the Super Senior Discharge Date, if: (i) the Super Senior Secured Creditors have not been fully repaid within six months of the end of the first Consultation Period; (ii) the Security Agent has not commenced any enforcement of the Transaction Security (or a transaction in lieu thereof) or other Enforcement Action within three months of the end of the first Consultation Period; or (iii) an Insolvency Event has occurred and the Security Agent has not commenced any enforcement of the Transaction Security (or a transaction in lieu thereof) or other Enforcement Action at that time, then the Security Agent shall follow the instructions given by the Majority Super Senior Creditors (in each case provided that such instructions are consistent with any applicable requirements of this Agreement and the Security Documents). (d) Subject to paragraph (c) above, no Agent or Hedge Counterparty shall be obliged to consult in accordance with paragraph (a) above and an Instructing Group shall be entitled to give any instructions to the Security Agent to enforce the Transaction Security or take any other Enforcement Action prior to the end of a Consultation Period (in each case provided that such instructions are consistent with any applicable requirements of this Agreement and the Security Documents) if: (i) the Transaction Security has become enforceable as a result of an Insolvency Event; or (ii) the Instructing Group or any Agent of the Creditors represented in the Instructing Group determines in good faith (and notifies each other Agent, the Hedge Counterparties and the Security Agent) that to enter into such consultations and thereby delay the commencement of enforcement of the 106 Transaction Security would reasonably be expected to have a material adverse effect on: (A) the Security Agent's ’s ability to enforce any of the Transaction Security; or (B) the realisation proceeds of any enforcement of the Transaction Security, and, where this paragraph (bd) applies: (I1) any instructions shall be limited to those necessary to protect or preserve the interests of the Senior Secured Creditors on behalf of which the relevant Instructing A44420063 Group is acting in relation to the matters referred to in paragraphs (A) and (B) above; and (II2) the Security Agent shall act in accordance with the instructions first received. (ce) As soon as reasonably practicable following receipt of any instructions from an Instructing Group to enforce the Transaction Security, refrain or cease from enforcing the Transaction Security or, as the case may be, take any other Enforcement Action, the Security Agent shall provide a copy of such instructions to each Agent, Hedge Counterparty and Operating Facility Lender (unless it received those instructions from that person).