Deferral of Certain Rights. Until the Obligations have been paid and performed in full and Agent and Lenders are satisfied that they will not have to repay any amounts received by them in respect of the Obligations, no Borrower or Guarantor may (either directly or indirectly) without the prior written consent of Agent:
(a) claim, exercise or attempt to exercise a Lien, right of set-off, counterclaim or any other right or raise any defense:
(i) against a Loan Party; or
(ii) which another Loan Party may have against Agent or any Lender, which might reduce or discharge the Borrower’s liability under the Loan Documents or the Guarantor’s liability under this Section 4;
(b) claim or exercise a right of subrogation or contribution or otherwise claim the benefit of:
(i) any Collateral or guaranty relating to the Obligations; or
(ii) any Collateral or guaranty which would rank in priority or preference to any Lien or guaranty relating to the Obligations, and if a Borrower or Guarantor receives any money in breach of this paragraph (b):
(1) the Borrower or Guarantor must promptly pay that money to Agent and/or Lenders; and
(2) the Borrower or Guarantor will, until that money is paid in accordance with Section 4.9(b)(ii)(1), hold that money on trust for Agent and Lenders.
(c) unless Agent has given a direction to do so (in which case the Borrower Guarantor must do so in accordance with the direction as trustee for Agent):
(i) prove, claim or exercise voting rights in a Loan Party’s liquidation, or otherwise claim or receive the benefit of any distribution, dividend or payment arising out of a Loan Party’s liquidation on any account;
(ii) demand, or accept payment of, any money owed to the Borrower or Guarantor by any Loan Party, and any such money it receives:
(1) must be paid promptly to Agent and Lenders; and
(2) will, until that money is paid in accordance with Section 4.9(c)(ii)(1), be held on trust for Agent and Lenders.
Deferral of Certain Rights. Until all Guaranteed Obligations have been performed, each Guarantor may not (either directly or indirectly) without the Purchasers' prior written consent:
(a) claim, exercise or attempt to exercise a right of set–off, counterclaim or any other right or raise any defence against the Vendors which might reduce or discharge the Guarantor's Liability under this clause 23;
(b) claim or exercise a right of subrogation or contribution or otherwise claim the benefit of a security, irrespective of whether or not that security:
(i) relates to the Guaranteed Obligations;
(ii) is given by the Guarantor; or
(iii) is in favour or for the benefit of the Purchasers or a Group Company; and any money a Guarantor receives in breach of this clause 23.8(b) must be paid promptly to the Purchasers or Group Company (as the case requires); or
(c) unless the Purchasers or a Group Company has given a direction to do so (in which case the Guarantor must do so in accordance with the direction as trustee for the Purchasers or the Company (as the case requires)):
(i) prove, claim or exercise voting rights in the Vendors' liquidation, or otherwise claim or receive the benefit of any distribution, dividend or payment arising out of the Vendors' liquidation on any account; or
(ii) demand, or accept payment of, any money owed to the Guarantor by the Vendors, and any such money it receives must be paid promptly to the Purchasers or Group Company (as the case requires).
