Mandatory Enforcement Clause Samples
The Mandatory Enforcement clause establishes that certain terms or obligations within an agreement must be strictly upheld and are not subject to waiver or negotiation. In practice, this means that parties are legally required to comply with these specified provisions, regardless of any contrary actions or informal agreements. This clause ensures that critical aspects of the contract are consistently enforced, thereby providing certainty and preventing parties from circumventing essential requirements.
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Mandatory Enforcement. The Security Trustee shall not, and shall not be bound to, take any proceedings, actions or steps under or in connection with any of the Transaction Documents (including, without limitation, any steps to enforce the security constituted by this Deed) unless:
(i) it shall have been directed to do so by the relevant Issuers whose Term Advance(s) has or have the highest Term Advance Rating (the "PRINCIPAL ISSUERS" and the "PRINCIPAL TERM ADVANCES" respectively); provided that, if there is a conflict between the directions of the Principal Issuers, then the directions of those Principal Issuers (x) who have given the same directions and (y) the aggregate principal amount outstanding of whose Principal Term Advances is greater than the aggregate principal amount outstanding of the Principal Term Advances of the other Principal Issuers who have given other directions; or
(ii) if there are no Term Advances outstanding, it shall have been directed to do so by the Funding Secured Creditor who ranks highest in the order or priority of payments set out in CLAUSE 8.4 (Priorities of Payment - After Service of an Intercompany Loan Enforcement Notice); or
(iii) it is required to do so under any express provision of this Deed; and
(b) it shall have been indemnified to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may be or become liable and all costs, charges, damages and expenses which may be incurred by it in connection therewith, and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.
Mandatory Enforcement. (a) Subject to Clause 8.2 (Administrative receiver), the Funding 1 Security Trustee will not, and will not be bound to, take any steps, institute any proceedings, exercise its rights, powers, discretions, authorities, duties and/or functions (including, without limitation, in giving its consent, approval or authorisation to any event, matter or thing requested or making any determination) and/or to take any other action under or in connection with any Funding 1 Agreement (including, without limitation, enforcing the Funding 1 Security) unless the Funding 1 Security Trustee:
(i) has been indemnified and/or secured to its satisfaction against all liabilities, cost, expenses, losses, claims and charges to which it may render itself liable or which it may incur by so doing and, for this purpose, the Funding 1 Security Trustee may demand, prior to taking any such action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify it; and
(ii) is directed to do so by:
(A) the Issuer Security Trustee; or
(B) if there is no outstanding Loan Tranche under the Intercompany Loan, the Funding 1 Secured Creditor that ranks highest in the order of priority of payment set out in Clause 7.1 (Priorities of Payment – after service of an Intercompany Loan Acceleration Notice), (in each case, the Instructing Party), in which case the Funding 1 Security Trustee will be bound to take such action in the manner instructed by the Instructing Party, provided that the Funding 1 Security Trustee may at all times, whether or not so instructed, take such action in respect of any right, power or discretion which is personal to the Funding 1 Security Trustee or is to preserve or protect the Funding 1 Security Trustee's position or is of a purely administrative nature.
(b) The Funding 1 Security Trustee shall not be liable to any Funding 1 Secured Creditor for any action it may take in accordance with any instructions received pursuant to paragraph (a) above. The Funding 1 Security Trustee shall be entitled to seek clarification from the relevant Instructing Party with regard to such instructions and may in its discretion elect not to act pending receipt of such clarification to its satisfaction from such relevant Instructing Party and shall not be liable to any person for any loss occasioned thereby.
(c) Upon being directed by the Issuer Security Trustee to enforce the Funding 1 Security in accordance with pa...
Mandatory Enforcement. The Security Trustee shall not be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Fifth Issuer Transaction Documents (including, without limitation, enforcing the security constituted by or pursuant to this Deed) unless (subject to the provisions of CONDITION 10 of the Fifth Issuer Notes) the Security Trustee:
(a) shall have been directed or requested to do so by an Extraordinary Resolution of the Class A Noteholders, the Class B Noteholders or the Class C Noteholders or in writing by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Class A Fifth Issuer Notes, the Class B Fifth Issuer Notes or the Class C Fifth Issuer Notes then outstanding or by any other Fifth Issuer Secured Creditor PROVIDED THAT:
(i) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class B Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders;
(ii) the Security Trustee shall not, and shall not be bound to, act at the direction or request of the Class C Noteholders as aforesaid unless either so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and/or the Class B Noteholders or such action is sanctioned by an Extraordinary Resolution of the Class A Noteholders and/or the Class B Noteholders, as the case may be;
(iii) the Security Trustee shall not, and shall not be bound to, act at the direction or request of any other Fifth Issuer Secured Creditor as aforesaid unless so to do would not, in the sole opinion of the Security Trustee, be materially prejudicial to the interests of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders or such action is sanctioned by Extraordinary Resolutions of the Class A Noteholders and the Class B Noteholders and the Class C Noteholders and each of the Fifth Issuer Secured Creditors who ranks higher than the relevant Fifth Issuer Secured Creditor in the order or priority of payments in CLAUSE 6 (Payments out of the Fifth Issuer Accounts upon Enforcement) consents to such action; and
(b) shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceed...
Mandatory Enforcement. The Bond Trustee shall not be bound to take any steps to enforce any provision of this Agreement or to institute any proceedings or to enforce the Security unless the Bond Trustee:
(a) shall have been directed to do so by an Extraordinary Resolution of all the Holders of the Covered Bonds of all Series (with the Covered Bonds of all Series taken together as a single Series as provided in Condition 7.03) or requested to do so in writing by the holders of not less than 25% in aggregate Principal Amount Outstanding of the Covered Bonds of all Series (taken together and converted into USD at the rate specified in the applicable Final Terms Document in accordance with Condition 7.03) then outstanding; and
(b) shall have been indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby render itself liable and all Liabilities which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.
Mandatory Enforcement. The Bond Trustee shall not be bound to take any steps to enforce any provision of this Agreement or to institute any proceedings or to enforce the Security unless the Bond Trustee:
(a) shall have been directed to do so by an Extraordinary Resolution of all the Holders of the Covered Bonds of all Series (with the Covered Bonds of all Series taken together as a single Series as provided in Condition 7.03) or requested to do so in writing by the holders of not less than 25% in aggregate Principal Amount Outstanding of the Covered Bonds of all Series (taken together and converted into euros at the rate specified in the applicable Final Terms in accordance with Condition 7.03) then outstanding; and
(b) shall have been indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby render itself liable and all Liabilities which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.
Mandatory Enforcement. The Issuer Security Trustee shall not, and shall not be bound to, take any proceedings, actions or steps under or in connection with any of the Issuer Transaction Documents (including, without limitation, any steps to enforce the Issuer Security) unless:
(a) it shall have been directed to do so by the Note Trustee acting in accordance with the provisions of this Deed and the Issuer Trust Deed; or
(b) if there are no Issuer Notes outstanding, it shall have been directed to do so by the Issuer Secured Creditor which ranks highest in the Issuer Post-Enforcement Priority of Payments, and in either case, it shall have been indemnified and/or secured to its satisfaction against all Liabilities to which it may become liable or which may be incurred by it in connection therewith.
Mandatory Enforcement. The Bond Trustee will not be bound to take any steps to enforce any provision of this Agreement or to institute any proceedings or to enforce the Security unless the Bond Trustee:
(a) will have been directed to do so by an Extraordinary Resolution of all the Covered Bondholders of all Series (with the Covered Bonds of all Series taken together as a single Series) or requested to do so in writing by the holders of not less than 25 per cent. of the aggregate Principal Amount Outstanding of the Covered Bonds of all Series then outstanding (taken together as aforesaid and converted, if applicable, into Canadian Dollars at the relevant Covered Bond Swap Exchange Rate); and
(b) will have been indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby render itself liable and all Liabilities which it may incur by so doing.
Mandatory Enforcement. (a) Neither the Note Trustee nor the Security Trustee (including acting on the direction of the Note Trustee) shall be bound to take any steps or to institute any proceedings or to take any other action under or in connection with any of the Transaction Documents (including enforcing the Security constituted by or pursuant to this Deed if it has become enforceable) unless:
(i) directed to do so by:
(A) an Extraordinary Resolution of the holders of the Most Senior Class or in writing by the holders of at least 25% in Principal Amount Outstanding of the Most Senior Class; or
(B) in the case of the Security Trustee, if there are no Notes then outstanding, all the Secured Creditors (other than the Noteholders); and
(ii) in all cases, it shall have been indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities to which it may thereby render itself liable or which it may incur by so doing and the terms of such indemnity may include the provision of a fighting fund, non-recourse loan or other similar arrangement.
(b) Neither the Note Trustee nor the Security Trustee shall be held liable for the consequences of taking any action under (in case of the Security Trustee) Clause 22.3 (Discretionary Enforcement) or this Clause 22.4 and may do so without having regard to the effect of such action on individual Noteholders or (in the case of the Security Trustee) any other Secured Creditor.
Mandatory Enforcement. The Security Trustee shall not be bound to take any steps or institute any proceedings or to take any other action under or in connection with any of the Funding 2 Agreements (including, without limitation, enforcing the security constituted by this Deed) unless:
(i) it shall have been directed to do so by the Master Issuer Security Trustee acting in accordance with the provisions of this Deed; or
(ii) if there are no Loan Tranches outstanding, it shall have been directed to do so by the Funding 2 Secured Creditor who ranks highest in the order or priority of payments set out in Clause 8.12 (Priorities of Payment - After Service of a Master Intercompany Loan Acceleration Notice); or
(iii) it is required to do so under any express provision of this Deed; and
(b) it shall have been indemnified and/or secured to its satisfaction against all liabilities, actions, proceedings, claims and demands to which it may be or become liable and all costs, charges, damages and expenses which may be incurred by it in connection therewith, and the terms of such indemnity may include the provision of a fighting fund, non recourse loan or other similar arrangement.
Mandatory Enforcement. The Parties acknowledge that the undertakings made under the terms of the Agreement are irrevocable and might be subject to a mandatory enforcement and waive any right to make any claim under article 1142 of the French Civil Code considering those undertakings.