Required Enforcement Clause Samples
Required Enforcement. Secured Hedge Counterparties.
(i) Subject to paragraph (ii) below, a Secured Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Secured Hedge Agreements to which it is party prior to their stated maturity, following (A) the occurrence of a Distress Event which is continuing and delivery to it of a notice from the Designated Senior Priority Representative that such Distress Event has occurred and is continuing; and (B) delivery to it of a subsequent notice from the Designated Senior Priority Representative instructing it to do so.
(ii) Paragraph (i) above shall not apply to the extent that such Distress Event occurred as a result of an arrangement made between any Debtor and any Secured Creditor with the purpose of bringing about that Distress Event.
(iii) If a Secured Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (f)(ii) above (or would have been able to if such Secured Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Secured Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Designated Senior Priority Representative.
Required Enforcement. Hedge Counterparties);
Required Enforcement. Hedge Counterparties Subject to clause 28.8(g) below, a Hedge Counterparty shall promptly terminate or close out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following:
(i) the occurrence of an event under clause 27.20 (Acceleration) of this Agreement (Acceleration Event) and delivery to it of a notice from the Agent that that Acceleration Event has occurred; and
(ii) delivery to it of a subsequent notice from the Agent (acting on the instructions of the Majority Lenders) instructing it to do so.
Required Enforcement. Hedge Counterparties
(a) Subject to paragraph (b) below:
(i) a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction giving rise to Super Senior Hedging Liabilities under each of the Hedging Agreements to which it is party prior to their stated maturity, following:
(A) the occurrence of a Super Senior Acceleration Event and delivery to it of a notice from the Common Security Agent that that Super Senior Acceleration Event has occurred; and
(B) delivery to it of a subsequent notice from the Common Security Agent (acting on the instructions of the Instructing Group) instructing it to do so;
(ii) a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction giving rise to Pari Passu Hedging Liabilities under each of the Hedging Agreements to which it is party prior to their stated maturity, following:
(A) the occurrence of a Pari Passu Acceleration Event and delivery to it of a notice from the Common Security Agent that that Pari Passu Acceleration Event has occurred; and
(B) delivery to it of a subsequent notice from the Common Security Agent (acting on the instructions of the Instructing Group) instructing it to do so;
(iii) a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction giving rise to Second Lien Hedging Liabilities under each of the Hedging Agreements to which it is party prior to their stated maturity, following:
(A) the occurrence of an Second Lien Acceleration Event and delivery to it of a notice from the Common Security Agent that that Second Lien Acceleration Event has occurred; and AMERICAS 120207225
(B) delivery to it of a subsequent notice from the Common Security Agent (acting on the instructions of the Instructing Group) instructing it to do so; and
(iv) a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction giving rise to Senior Subordinated Hedging Liabilities under each of the Hedging Agreements to which it is party prior to their stated maturity, following:
(A) the occurrence of a Senior Subordinated Acceleration Event and delivery to it of a notice from the Common Security Agent that that Senior Subordinated Acceleration Event has occurred; and
(B) delivery to it of a subsequent notice from the Common Security Agent (acting on the instructions of the Instructing Group) instructing it to do so.
(b) Paragraph (a) above shall not apply to the extent that the relevant Acceleration Event occurred as a re...
Required Enforcement. Ancillary Lenders An Ancillary Lender shall promptly take such Enforcement Action as directed by the Security Agent following:
(a) the occurrence of a Declared Default and delivery to it of a notice from the Security Agent that that Declared Default has occurred; and
(b) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of the Instructing Group) instructing it to do so.
Required Enforcement. Hedge Counterparties).
(b) Unless otherwise agreed by the Company from time to time:
(i) each Hedging Agreement shall include only standard ISDA representations and undertakings (and not, for the avoidance of doubt, any additional representations and undertakings contained in the Debt Financing Agreements), in each case amended as necessary so as to be no more onerous on any member of the Group than the provisions of the Debt Financing Agreements;
(ii) no Hedging Agreement shall contain any events of default (however described) other than the following:
(A) failure by the member of the Group party to that Hedging Agreement to pay on the due date any amount payable by it under that Hedging Agreement (subject to any applicable grace period);
(B) the occurrence of an Acceleration Event which is continuing; and
(C) the occurrence of an Insolvency Event of Default in relation to the member of the Group which is party to that Hedging Agreement,
(iii) in the event of any refinancing, replacement, increase or other restructuring of all or any part of the Primary Creditor Liabilities (a "Refinancing") each Hedge Counterparty shall promptly provide its consent to any amendment to, request under and/or replacement of any Hedging Agreement or other Debt Document required by the Company in order to facilitate that Refinancing (a "Refinancing Request"), in each case unless such Refinancing is materially prejudicial to the interests of that Hedge Counterparty (provided that such Refinancing shall not be considered materially prejudicial if any amended or replacement intercreditor arrangements place that Hedge Counterparty in substantially the same, or a better, position relative to the other Primary Creditors as it was in under the intercreditor arrangements existing immediately prior to such amendment or replacement); and
(iv) in the event that a Hedge Counterparty (1) does not consent to any Refinancing Request (without prejudice to its obligations under sub- paragraph (iii) above) or (2) does not consent to any other amendment or waiver requested by a member of the Group pursuant to Clause 25 (Consents, Amendments and Override) (in each case within the time period specified by the relevant member of the Group for consent to be provided, which shall not be shorter than five Business Days from the date the relevant request is made by a member of the Group), each member of the Group shall be entitled to:
(A) terminate any hedging arrangements with that Hedge Counterparty...
Required Enforcement. Hedge Counterparties
(a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following:
(i) the occurrence of a Senior Acceleration Event or a Senior Secured Notes Acceleration Event and delivery to it of a notice from the Security Agent that that Senior Acceleration Event or Senior Secured Notes Acceleration Event (as applicable) has occurred; and
(ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so.
(b) Paragraph (a) above shall not apply to the extent that that Senior Acceleration Event or Senior Secured Notes Acceleration Event (as applicable) occurred as a result of an arrangement made between any Debtor or Third Party Security Provider and any Primary Creditor with the purpose of bringing about that Senior Acceleration Event or Senior Secured Notes Acceleration Event (as applicable).
(c) If a Hedge Counterparty is entitled to terminate or close out any hedging transaction under paragraph (b) of Clause 5.10 (Permitted enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an Instructing Group).
Required Enforcement. Hedge Counterparties
(a) Subject to paragraph (b) below, a Hedge Counterparty shall promptly terminate or close out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following:
(i) the occurrence of a Senior Acceleration Event or a Senior Secured Notes Acceleration Event and delivery to it of a notice from the Security Agent that that Senior Acceleration Event or Senior Secured Notes Acceleration Event (as applicable) has occurred; and
(ii) delivery to it of a subsequent notice from the Security Agent (acting on the instructions of an Instructing Group) instructing it to do so.
(b) Paragraph (a) above shall not apply to the extent that that Senior Acceleration Event or Senior Secured Notes Acceleration Event (as applicable) occurred as a result of an arrangement made between any Debtor or Third Party Security Provider and any Primary Creditor with the purpose of bringing about that Senior Acceleration Event or Senior Secured Notes Acceleration Event (as applicable).
(c) If a Hedge Counterparty is entitled to terminate or close out any hedging transaction under paragraph (b) of Clause 5.10 (Permitted enforcement: Hedge Counterparties) (or would have been able to if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close out in full each such hedging transaction following a request to do so by the Security Agent (acting on the instructions of an Instructing Group).