Common use of Deferral of Certain Rights Clause in Contracts

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.