Enforcement Instructions – Transaction Security Sample Clauses
Enforcement Instructions – Transaction Security. (a) The Security Agent may refrain from enforcing the Transaction Security unless instructed otherwise:
(i) in accordance with paragraph (c) below; or
(ii) by, if required under paragraph (g) below, the Second Lien Agent or Second Lien Notes Trustee (acting on the instructions of the Majority Second Lien Creditors as applicable); or
(iii) by, if required under paragraph (h) below, the Topco Creditor Representative(s) (acting on the instructions of the Majority Topco Creditors, as applicable).
(b) Subject to the Transaction Security having become enforceable in accordance with its terms, if either the Majority Super Senior Creditors or the Majority Senior Secured Creditors wish to issue Enforcement Instructions, the Agents (and, if applicable, Hedge Counterparties) representing the Secured Creditors comprising the Majority Super Senior Creditors or Majority Senior Secured Creditors (as the case may be) shall deliver a copy of those proposed Enforcement Instructions (an “Initial Enforcement Notice”) to the Security Agent, each Senior Agent, each Super Senior Agent, each Senior Secured Notes Trustee and each Hedge Counterparty which did not deliver such Initial Enforcement Notice, and those Enforcement Instructions shall be consistent with the Enforcement Principles.
(c) Subject to paragraphs (d), (e) and (f) below, the Security Agent will act in accordance with Enforcement Instructions received from the Majority Senior Secured Creditors, provided that such instructions are consistent with the Enforcement Principles (and the Security Agent shall be entitled to assume that such instructions are consistent with the Enforcement Principles) and failure to give Enforcement Instructions will be deemed to be an instruction not to take any Enforcement Action.
(d) If:
(i) the Majority Senior Secured Creditors have not made a determination as to the method of Enforcement they wish to instruct the Security Agent to pursue (and notified the Security Agent of that determination in writing) within three months of the date of the Initial Enforcement Notice; or
(ii) the Super Senior Discharge Date has not occurred within six months of the date of the Initial Enforcement Notice, then the Security Agent will act in accordance with Enforcement Instructions received from the Majority Super Senior Creditors until the Super Senior Discharge Date has occurred.
(e) If an Insolvency Event (other than an Insolvency Event directly caused by any Enforcement Action taken by or at the req...
