Common use of Deferral of Debtors’ Rights Clause in Contracts

Deferral of Debtors’ Rights. Until all amounts which may be or become payable by the Debtors under or in connection with the Hedging Agreements have been irrevocably paid in full and unless the Security Agent otherwise directs, no Debtor will exercise any rights which it may have by reason of performance by it of its obligations under the Hedging Agreements or by reason of any amount being payable, or liability arising, under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties): (a) to be indemnified by a Debtor; (b) to claim any contribution from any other guarantor of any Debtor’s obligations under the Hedging Agreements; (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Hedge Counterparties under the Hedging Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Hedging Agreements by any Hedge Counterparty; (d) to bring legal or other proceedings for an order requiring any Debtor to make any payment, or perform any obligation, in respect of which any Debtor has given a guarantee, undertaking or indemnity under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties); (e) to exercise any right of set-off against any Debtor; and/or (f) to claim or prove as a creditor of any Debtor in competition with any Hedge Counterparty. If a Debtor receives any benefit, payment or distribution in relation to such rights it shall promptly pay or transfer the same to the Security Agent or as the Security Agent may direct for application in accordance with Clause ‎18 (Application of Proceeds).

Deferral of Debtors’ Rights. Until all amounts which may be or become payable by the Debtors under or in connection with the Hedging Agreements have been irrevocably paid in full and unless the Security Agent otherwise directsfull, no Debtor will exercise any rights which it may have by reason of performance by it of its obligations under the Hedging Agreements or by reason of any amount being payable, or liability arising, under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties):Schedule 9: (a) to be indemnified by a Debtor; (b) to claim any contribution from any other guarantor of any Debtor’s obligations under the Hedging Agreements; (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Hedge Counterparties under the Hedging Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Hedging Agreements by any Hedge Counterparty; (d) to bring legal or other proceedings for an order requiring any Debtor to make any payment, or perform any obligation, in respect of which any Debtor has given a guarantee, undertaking or indemnity under this Clause 5 paragraph 1 (Guarantee and Indemnity to Hedge CounterpartiesGuarantee); (e) to exercise any right of set-off against any Debtor; and/or (f) to claim or prove as a creditor of any Debtor in competition with any Hedge Counterparty. If a Debtor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Hedge Counterparties by the Debtors under or in connection with the Hedging Agreements to be repaid in full on trust for the Hedge Counterparties and shall promptly pay or transfer the same to the Security Agent or as the Security Agent may direct for application in accordance with Clause ‎18 (Application of Proceeds)Relevant Hedge Counterparty.

Deferral of Debtors’ Rights. Until all amounts which may be or become payable by the Debtors under or in connection with the Hedging Guarantee Agreements have been irrevocably paid in full and unless the Security Agent any relevant Guarantee Party otherwise directs, no Debtor will exercise any rights which it may have by reason of performance by it of its obligations under the Hedging Guarantee Agreements or by reason of any amount being payable, or liability arising, under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties):27: (a) to be indemnified by a Debtor; (b) to claim any contribution from any other guarantor of any Debtor’s 's obligations under the Hedging Guarantee Agreements; (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Hedge Counterparties Guarantee Parties under the Hedging Guarantee Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Hedging Guarantee Agreements by any Hedge CounterpartyGuarantee Party; (d) to bring legal or other proceedings for an order requiring any Debtor to make any payment, or perform any obligation, in respect of which any Debtor has given a guarantee, undertaking or indemnity under this Clause 5 27.1 (Guarantee and Indemnity to Hedge Counterpartiesindemnity); (e) to exercise any right of set-off against any Debtor; and/or (f) to claim or prove as a creditor of any Debtor in competition with any Hedge CounterpartyGuarantee Party. If a Debtor receives any benefit, payment or distribution in relation to such rights it shall promptly pay hold that benefit, payment or transfer the same distribution to the Security Agent extent necessary to enable all amounts which may be or as become payable to the Security Agent may direct Guarantee Parties by the Debtors under or in connection with the Guarantee Agreements to be repaid in full on trust for application in accordance with Clause ‎18 (Application of Proceeds)the Guarantee Parties.

Deferral of Debtors’ Rights. Until all amounts which may be or become payable by the Debtors under or in connection with the Hedging Agreements have been irrevocably paid in full and unless the Security Agent otherwise directs, no Debtor will exercise any rights which it may have by reason of performance by it of its obligations under the Hedging Agreements or by reason of any amount being payable, or liability arising, under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties): (a) to be indemnified by a Debtor; (b) to claim any contribution from any other guarantor of any Debtor’s obligations under the Hedging Agreements; (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Hedge Counterparties under the Hedging Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Hedging Agreements by any Hedge Counterparty; (d) to bring legal or other proceedings for an order requiring any Debtor to make any payment, or perform any obligation, in respect of which any Debtor has given a guarantee, undertaking or indemnity under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties); (e) to exercise any right of set-off against any Debtor; and/or (f) to claim or prove as a creditor of any Debtor in competition with any Hedge Counterparty. 84894163_20 If a Debtor receives any benefit, payment or distribution in relation to such rights it shall promptly pay or transfer the same to the Security Agent or as the Security Agent may direct for application in accordance with Clause ‎18 18 (Application of Proceeds).

Deferral of Debtors’ Rights. Until all amounts which may be or become payable by the Debtors under or in connection with the Hedging Agreements Agreement have been irrevocably paid in full and unless the Security Agent otherwise directsfull, no Debtor will exercise any rights which it may have by reason of performance by it of its obligations under the any Hedging Agreements Agreement or by reason of any amount being payable, or liability arising, under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties):16: (a) to be indemnified by a DebtorDebtor or any other grantor of Transaction Security; (b) to claim any contribution from any other guarantor of any Debtor’s obligations under the Hedging AgreementsAgreements or this Clause 16; (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Hedge Counterparties under the Hedging Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Hedging Agreements by any Hedge Counterparty; (d) to bring legal or other proceedings for an order requiring any Debtor to make any payment, or perform any obligation, in respect of which any Debtor has given a guarantee, undertaking or indemnity under this Clause 5 16.1 (Guarantee and Indemnity to Hedge CounterpartiesIndemnity); (e) to exercise any right of set-set off against any DebtorDebtor or any other grantor of Transaction Security; and/or (f) to claim or prove as a creditor of any Debtor or any other grantor of Transaction Security in competition with any Hedge Counterparty. If a Debtor or a grantor of Transaction Security receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Hedge Counterparties by the Debtors under or in connection with the Hedging Agreements or this Clause 16 to be repaid in full on trust for the Hedging Counterparties and shall promptly pay or transfer the same to the Security Agent or as the Security Agent may direct Trustee for application applicable in accordance with Clause ‎18 15 (Application of Proceedsproceeds).

Deferral of Debtors’ Rights. (a) Until all amounts which may be or become payable by the Debtors under or in connection with the Hedging Guarantee Agreements have been irrevocably paid in full and unless the Security Agent any relevant Guarantee Party otherwise directsdirects or as permitted by this Agreement, no Debtor will exercise any rights which it may have by reason of performance by it of its obligations under the Hedging Guarantee Agreements or by reason of any amount being payable, or liability arising, under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties):27: (ai) to be indemnified by a Debtor; (bii) to claim any contribution from any other guarantor of any Debtor’s obligations under the Hedging Guarantee Agreements; (ciii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Hedge Counterparties Guarantee Parties under the Hedging Guarantee Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Hedging Guarantee Agreements by any Hedge CounterpartyGuarantee Party; (div) to bring legal or other proceedings for an order requiring any Debtor to make any payment, or perform any obligation, in respect of which any Debtor has given a guarantee, undertaking or indemnity under this Clause 5 27.1 (Guarantee and Indemnity to Hedge Counterpartiesindemnity); (ev) to exercise any right of set-off against any Debtor; and/or (fvi) to claim or prove as a creditor of any Debtor in competition with any Hedge Counterparty. Guarantee Party. (b) If a Debtor receives any benefit, payment or distribution in relation to such rights rights, it shall promptly pay hold that benefit, payment or transfer the same distribution to the Security Agent extent necessary to enable all amounts which may be or as become payable to the Security Agent may direct for application Guarantee Parties by the Debtors under or in connection with the Guarantee Agreements to be repaid in full on trust (to the extent it is able to do so in accordance with Clause ‎18 (Application of Proceeds)any law applicable to it) for the Guarantee Parties.

Deferral of Debtors’ Rights. Until all amounts which may be or become payable by the Debtors Hedging Debtor under or in connection with the Relevant Hedging Agreements have been irrevocably paid in full and unless the Common Security Agent otherwise directs, no Debtor will exercise any rights which it may have by reason of performance by it of its obligations under the Relevant Hedging Agreements or by reason of any amount being payable, or liability arising, under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties):Schedule 5: (a) to be indemnified by a Hedging Debtor; (b) to claim any contribution from any other guarantor of any Hedging Debtor’s obligations under the a Relevant Hedging AgreementsAgreement; (c) to bring legal or other proceedings for an order requiring any Hedging Debtor to make any payment, or perform any obligation, in respect of which any Hedging Debtor has given a guarantee, undertaking or indemnity under paragraph 1 (Guarantee and Indemnity) of this Schedule 5; (d) to claim or prove as a creditor of any Hedging Debtor in competition with any Hedge Counterparty; (e) to exercise any right of set-off against any Hedging Debtor; and/or (f) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the any Hedge Counterparties Counterparty under the any Relevant Hedging Agreements Agreement or of any other guarantee or security taken pursuant to, or in connection with, the any Relevant Hedging Agreements Agreement by any Hedge Counterparty; (d) to bring legal or other proceedings for an order requiring any Debtor to make any payment, or perform any obligation, in respect of which any Debtor has given a guarantee, undertaking or indemnity under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties); (e) to exercise any right of set-off against any Debtor; and/or (f) to claim or prove as a creditor of any Debtor in competition with any Hedge Counterparty. If a Hedging Debtor receives any benefit, payment or distribution in relation to such rights rights, it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Hedge Counterparties by the Hedging Debtors under or in connection with any Relevant Hedging Agreement to be repaid in full on trust for the relevant Hedge Counterparties and shall promptly pay or transfer the same to the Common Security Agent or as the Common Security Agent may direct for application in accordance with Clause ‎18 23.1 (Application Order of Proceeds)Application: Common Recoveries) (whereby it shall be treated as the proceeds of Common Transaction Security) of this Agreement.

Deferral of Debtors’ Rights. Until all amounts which may be or become payable by the Debtors under or in connection with the Hedging Guarantee Agreements have been irrevocably paid in full and unless the Security Agent any relevant Guarantee Party otherwise directs, no Debtor will exercise any rights which it may have by reason of performance by it of its obligations under the Hedging Guarantee Agreements or by reason of any amount being payable, or liability arising, under this Clause 5 (Guarantee and Indemnity to Hedge Counterparties):27: (a) to be indemnified by a Debtor; (b) to claim any contribution from any other guarantor of any Debtor’s obligations under the Hedging Guarantee Agreements; (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Hedge Counterparties Guarantee Parties under the Hedging Guarantee Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Hedging Guarantee Agreements by any Hedge CounterpartyGuarantee Party; (d) to bring legal or other proceedings for an order requiring any Debtor to make any payment, or perform any obligation, in respect of which any Debtor has given a guarantee, undertaking or indemnity under this Clause 5 27.1 (Guarantee and Indemnity to Hedge Counterpartiesindemnity); (e) to exercise any right of set-off against any Debtor; and/or (f) to claim or prove as a creditor of any Debtor in competition with any Hedge CounterpartyGuarantee Party. If a Debtor receives any benefit, payment or distribution in relation to such rights it shall promptly pay hold that benefit, payment or transfer the same distribution to the Security Agent extent necessary to enable all amounts which may be or as become payable to the Security Agent may direct Guarantee Parties by the Debtors under or in connection with the Guarantee Agreements to be repaid in full on trust for application in accordance with Clause ‎18 (Application of Proceeds)the Guarantee Parties.