Common use of Deferral of Guarantors’ rights Clause in Contracts

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full; (b) if the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and (d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to the Finance Osprey Parties under or in connection with this Agreement (or under any other put/call options between the Finance Documents Purchaser and any Osprey Party in connection with investments relating to Xxxxxx PLC or any of its affiliates from time to time, each, a “Related Option Agreement”) have been irrevocably paid in fullfull and unless the Purchaser otherwise directs, the Guarantor shall not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement or by reason of any amount being payable, or liability arising, under this clause 5: (i) to be indemnified by the Holder; (ii) to claim any contribution from any other Osprey Party of the Holder’s obligations under this Agreement; (iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Purchaser under this Agreement or of any other guarantee or security taken pursuant to, or in connection with, this Agreement by the Purchaser; (iv) to bring legal or other proceedings for an order requiring the Holder to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under this clause 5; (v) to exercise any right of set-off against the Holder; and/or (vi) to claim or prove as a creditor of the Holder in competition with the Purchaser. (b) if If the Borrower Guarantor 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 subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed Purchaser by the Agent Holder under or in connection with this Agreement or any Related Option Agreement to be repaid in full) on trust for the Purchaser and then only on condition that shall promptly pay or transfer the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder same to the Agent) make Purchaser or as the Purchaser may direct for application against any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent Osprey Party’s liabilities under this Agreement or any Related Option Agreement; and (d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to Obligors and the Finance Parties High Yield Hedging Counterparties under or in connection with the Finance Guaranteed Documents have been irrevocably paid in full;full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) each Guarantor agrees that, without the prior written consent of the Facility Agent, it will not: (a) exercise its rights of subrogation, reimbursement and indemnity against any other Obligor or High Yield Hedging Counterparty or any other person liable; or (b) if demand or accept any security to be executed in respect of any of its obligations under this guarantee or any other indebtedness now or hereafter due to such Guarantor from any other member of the Borrower shall become the subject of an insolvency proceeding Group or shall be wound up any High Yield Hedging Counterparty or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of from any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;other person liable; or (c) if a Guarantor, take any step or enforce any right against any Obligor or any High Yield Hedging Counterparty or any other person liable in breach respect of paragraphs a) and/or b) above receives or recovers any money obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this AgreementClause 14; andor (d) exercise any right of set off or counterclaim against any other Obligor or any High Yield Hedging Counterparty or any other person liable or claim or prove or vote as a creditor in competition with any of the Beneficiaries in the bankruptcy, liquidation, administration or other insolvency proceeding of any other Obligor or any High Yield Hedging Counterparty or any other person liable or have the benefit of, or share in, any payment from or composition with, any other Obligor or any High Yield Hedging Counterparty or any other person liable or any other security document now or hereafter held by any of the Beneficiaries for the obligations and liabilities expressed to be guaranteed by the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever pursuant to this Clause 14 or for the moneys hereby guaranteedobligations or liabilities of any other person liable, but so that, if so directed by the Facility Agent, it will prove for the whole or any part of its claim in the liquidation of any other Obligor or any High Yield Hedging Counterparty, as the case may be, on terms that the benefit of such proof and of all money received by it in respect thereof shall immediately be transferred to an account to be designated by the Security Agent for the Beneficiaries and applied in or towards discharge of the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 14 in accordance with the Security Deed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower Company to a Noteholder under or in connection with the Finance Parties under the Finance Loan Note Documents have been irrevocably paid in fullfull and unless the Noteholder otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations in respect of the Guaranteed Liabilities or by reason of any amount being payable, or liability arising, under this Deed: (a) to be indemnified by the Company; (b) if to claim any contribution from the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit Company of any claim in such insolvency or liquidation to pay any amounts recovered thereunder Obligor's obligations to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in fullNoteholder; (c) if a Guarantor, to take the benefit (in breach whole or in part and whether by way of paragraphs asubrogation or otherwise) and/or b) above receives of any rights of the Noteholder in respect of the Guaranteed Liabilities or recovers of any money other guarantee or security taken pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor or in custody for connection with, the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered Guaranteed Liabilities by the Agent under this Agreement; andNoteholder; (d) to take the Guarantors have not taken nor will they take from benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any liquidator or administrator appointed in respect of the Borrower Company or any Security Interest whatsoever other person in connection with any liability of, or payment by, the Guarantor under this Deed; (e) to bring legal or other proceedings for an order requiring the Company to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under clause 2.1; (f) to exercise any right of set-off against the Company; and/or (g) to claim or prove as a creditor of the Company in competition with the Noteholder. If the Guarantor 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 relevant Noteholder by the Company under or in connection with the Loan Note Documents to be repaid in full on trust for the moneys hereby guaranteedrelevant Noteholder and shall promptly pay or transfer the same to the relevant Noteholder for application towards the Guaranteed Liabilities.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to Obligors and the Finance Parties Hedging Counterparties under or in connection with the Finance Guaranteed Documents have been irrevocably paid in full;full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) each Guarantor agrees that, without the prior written consent of the Facility Agent, it will not: (a) exercise its rights of subrogation, reimbursement and indemnity against any other Obligor or Hedging Counterparty or any other person liable; or (b) if demand or accept any security to be executed in respect of any of its obligations under this guarantee or any other indebtedness now or hereafter due to such Guarantor from any other member of the Borrower shall become the subject of an insolvency proceeding Group or shall be wound up any Hedging Counterparty or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of from any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;other person liable; or (c) if a Guarantor, take any step or enforce any right against any Obligor or any Hedging Counterparty or any other person liable in breach respect of paragraphs a) and/or b) above receives or recovers any money obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this AgreementClause 14; andor (d) exercise any right of set-off or counterclaim against any other Obligor or any Hedging Counterparty or any other person liable or claim or prove or vote as a creditor in competition with any of the Beneficiaries in the bankruptcy, liquidation, administration or other insolvency proceeding of any other Obligor or any Hedging Counterparty or any other person liable or have the benefit of, or share in, any payment from or composition with, any other Obligor or any Hedging Counterparty or any other person liable or any other security document now or hereafter held by any of the Beneficiaries for the obligations and liabilities expressed to be guaranteed by the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever pursuant to this Clause 14 or for the moneys hereby guaranteedobligations or liabilities of any other person liable, but so that, if so directed by the Facility Agent, it will prove for the whole or any part of its claim in the liquidation of any other Obligor or any Hedging Counterparty, as the case may be, on terms that the benefit of such proof and of all money received by it in respect thereof shall immediately be transferred to an account to be designated by the Security Agent for the Beneficiaries and applied in or towards discharge of the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 14 in accordance with the Security Deed.

Deferral of Guarantors’ rights. Each of 11.1 Until the Guarantors undertakes Guaranteed Obligations have been irrevocably paid and discharged in full and the Lender is not under any obligation to grant or continue any loans to the Finance Parties that for as long as Principal and unless the Lender otherwise directs, the Guarantor may not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents is effectivePromissory Note to: (a) following receipt by it of a notice from the Agent of the occurrence demand or accept repayment in whole or in part of any Event of Default which is unremedied, none of the Guarantors will make demand for indebtedness now or claim payment of any moneys hereafter due to the Guarantors Guarantor from the Borrower, Principal or exercise from any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in fullperson liable for that indebtedness; (b) if accept from the Borrower shall become the subject of an insolvency proceeding Principal either directly or shall be wound up indirectly any undertaking, obligation or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that security whereby the Guarantor holds or any person claiming through the benefit Guarantor by endorsement, assignment or otherwise would or might on the insolvency of any claim the Principal and to the prejudice of the Lender increase the proofs in such insolvency liquidation or liquidation to pay any amounts recovered thereunder to diminish the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by assets distributable amongst the Borrower to creditors of the Finance Parties under the Finance Documents have been irrevocably paid in fullPrincipal; (c) if a Guarantormake or enforce any claim (whether by way of set-off, counterclaim or otherwise) or right against the Principal or prove in breach competition with the Lender in respect of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered payment under this Deed made by the Agent under this Agreement; andGuarantor; (d) claim or be entitled to claim, or have the Guarantors benefit of, any set-off, counterclaim or proof against, or dividend, composition or payment by, the Principal or any co-guarantor in respect of any payment under this Deed made by the Guarantor; (e) claim or prove in competition with the Lender in the insolvency of the Principal or any co-guarantor or have not taken nor will they take the benefit of or share in any payment or composition from the Borrower any Security Interest whatsoever same but if so directed by the Lender, it will prove for the moneys hereby guaranteedwhole or any part of its claim in the insolvency of the Principal on terms that the benefit of such proof and all money received by it in respect thereof shall be held on trust for the Lender and applied in or toward discharge of the Guaranteed Obligations in such manner as the Lender shall deem appropriate; (f) be indemnified or reimbursed by the Principal; (g) claim or enforce any contribution from any other guarantor of all or part of the Guaranteed Obligations; and/or (h) take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Promissory Note or any document guarantee or security taken pursuant to, or in connection with, the Promissory Note / Principal’s Obligations by the Lender. 11.2 If the Guarantor receives any benefit, payment or distribution in relation to the rights specified in Clause 11.1 it shall hold on trust for the Lender that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Principal under or in connection with the Guaranteed Obligations to be repaid in full and shall immediately pay or transfer the same to the Lender or as the Lender may direct. 11.3 The Guarantor waives all or any of its rights as surety which may be inconsistent with any provisions of this Deed. 11.4 The provisions of Clause 11.2 stating that a trust is created shall have effect only to the extent that such provisions do not constitute or create any charge and if they are so deemed to create a charge then the Guarantor agrees that a debt instead shall be due from them to the Lender in an amount equivalent to the benefit, payment or distribution received by it as referred to in Clause 11.2.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) : following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors that Guarantor from the Borrowerany Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (b) ; if the Borrower an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) ; if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and (d) and the Guarantors have not taken nor will they take from the Borrower any Obligor any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors that Guarantor from the Borrowerany Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (b) if the Borrower an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and (d) the Guarantors have not taken nor will they take from the Borrower any Obligor any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of Until all amounts which may be or become payable by the Guarantors undertakes to the Finance Parties that for as long as any of Obligors under or in connection with the Finance Documents is effective: (a) following receipt and Swap Agreements have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of a notice its obligations under the Finance Documents and Swap Agreements: a) to be indemnified by an Obligor; b) to claim any contribution from the Agent of the occurrence any other guarantor of any Event Obligor’s obligations under the Finance Documents and Swap Agreements; c) to take the benefit (in whole or in part and whether by way of Default which is unremedied, none of the Guarantors will make demand for subrogation or claim payment otherwise) of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any rights of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid or the Swap Bank under the Swap Agreements (as the case may be) or of any other guarantee or security taken pursuant to, or in fullconnection with, the Finance Documents by any Finance Party or the Swap Agreements by the Swap Bank; (bd) if the Borrower shall become the subject to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that which the Guarantor holds the benefit has given a guarantee, undertaking or indemnity under this Clause 17; e) to exercise any right of set-off against any Obligor; and/or f) to claim or prove as a creditor of any claim Obligor in competition with any Finance Party or the Swap Bank. If the Guarantor receives any benefit, payment or distribution in relation to such insolvency rights it shall hold that benefit, payment or liquidation to pay any amounts recovered thereunder distribution to the Agent) make any claim in such insolvency, winding-up extent necessary to enable all amounts which may be or liquidation until all moneys owing or due and become payable by the Borrower to the Finance Parties or the Swap Bank (as the case may be) by the Obligors under or in connection with the Finance Documents have been irrevocably paid or any Swap Agreement (as the case may be) to be repaid in full; (c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody full on trust for the Agent Finance Parties or the Swap Bank (as the case may be) and immediately be paid shall promptly pay or transfer the same to the Agent so or as for the Agent to apply the same as if they were moneys received or recovered by the Agent under may direct for application in accordance with Clause 30 (Payment mechanics) of this Agreement; and (d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Security Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full; (b) if the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Security Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Security Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Security Agent and immediately be paid to the Security Agent so as for the Security Agent to apply the same as if they were moneys received or recovered by the Security Agent under this Agreement; and (d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors that Guarantor from the Borrowerany Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (b) if the Borrower an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) if a Guarantor, in breach of paragraphs (a) and/or (b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and (d) the Guarantors have not taken nor will they take from the Borrower any Obligor any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) : following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors that Guarantor from the Borrowerany Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (b) ; if the Borrower an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in 41 (41) such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) ; if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and (d) and the Guarantors have not taken nor will they take from the Borrower any Obligor any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes Guarantor does further undertake to the Finance Parties that for as long as any of the Finance Documents this guarantee is effective: (ai) following receipt by it the Guarantor of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors Guarantor will not make demand for or claim payment of any moneys due to the Guarantors Guarantor from the a Borrower, or exercise any other right or remedy to which any of the Guarantors are Guarantor is entitled in respect of such moneys unless and until all moneys owing or due and payable by the a Borrower to the Finance Parties under in respect of the Finance Documents Guaranteed Obligations have been irrevocably paid in full; (bii) if the a Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors Guarantor shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under in respect of the Finance Documents Guaranteed Obligations have been irrevocably paid in full; (ciii) if a the Guarantor, in breach of paragraphs aparagraph (i) and/or bor (ii) above of this Clause 19.7 receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such the Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreementhereunder; and (div) the Guarantors have Guarantor has not taken nor and will they not take from the any Borrower any Security Interest security whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes Guarantor does further undertake to the Finance Parties that for as long as any of the Finance Documents this guarantee is effective:; (ai) following receipt by it the Guarantor of a notice from the Security Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors Guarantor will not make demand for or claim payment of any moneys due to the Guarantors Guarantor from the Borrowerany other Obligor, or exercise any other right or remedy to which any of the Guarantors are Guarantor is entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full; (bii) if the Borrower any other Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors Guarantor shall not (unless so instructed by the Security Agent and then only on the condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Security Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full; (ciii) if a the Guarantor, in breach of paragraphs aparagraph (i) and/or bor (ii) above of this Clause 9.7 receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such the Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Security Agent to apply the same as if they were moneys received or recovered by the Agent under this AgreementFinance Parties hereunder; and (div) the Guarantors have Guarantor has not taken nor and will they not take from the Borrower any Security Interest other Obligor any security whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to Obligors and the Finance Parties High Yield Hedging Counterparties under or in connection with the Finance Guaranteed Documents have been irrevocably paid in full;full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) each Guarantor agrees that, without the prior written consent of the Facility Agent, it will not: (a) exercise its rights of subrogation, reimbursement and indemnity against any other Obligor or High Yield Hedging Counterparty or any other person liable; or (b) if demand or accept any security to be executed in respect of any of its obligations under this guarantee or any other indebtedness now or hereafter due to such Guarantor from any other member of the Borrower shall become the subject of an insolvency proceeding Group or shall be wound up any High Yield Hedging Counterparty or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of from any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full;other person liable; or (c) if a Guarantor, take any step or enforce any right against any Obligor or any High Yield Hedging Counterparty or any other person liable in breach respect of paragraphs a) and/or b) above receives or recovers any money obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this AgreementClause 21; andor (d) exercise any right of set off or counterclaim against any other Obligor or any High Yield Hedging Counterparty or any other person liable or claim or prove or vote as a creditor in competition with any of the Beneficiaries in the bankruptcy, liquidation, administration or other insolvency proceeding of any other Obligor or any High Yield Hedging Counterparty or any other person liable or have the benefit of, or share in, any payment from or composition with, any other Obligor or any High Yield Hedging Counterparty or any other person liable or any other security document now or hereafter held by any of the Beneficiaries for the obligations and liabilities expressed to be guaranteed by the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever pursuant to this Clause 21 or for the moneys hereby guaranteedobligations or liabilities of any other person liable, but so that, if so directed by the Facility Agent, it will prove for the whole or any part of its claim in the liquidation of any other Obligor or any High Yield Hedging Counterparty, as the case may be, on terms that the benefit of such proof and of all money received by it in respect thereof shall immediately be transferred to an account to be designated by the Security Agent for the Beneficiaries and applied in or towards discharge of the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 21 in accordance with the Security Deed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors from the BorrowerBorrower or the other Obligors, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (b) if the Borrower any Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower or the other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) if a Guarantor, in breach of paragraphs (a) and/or (b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and (d) the Guarantors have not taken nor will they take from the Borrower or the other Obligors any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes Guarantor does further undertake to the Finance Parties that for as long as any of the Finance Documents this guarantee is effective:effective ;- (ai) following receipt by it the Guarantor of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors Guarantor will not make demand for or claim payment of any moneys due to the Guarantors Guarantor from the Borrowerany other Obligor, or exercise any other right or remedy to which any of the Guarantors are Guarantor is entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full; (bii) if the Borrower any other Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors Guarantor shall not (unless so instructed by the Agent or to protect its rights against such Obligor, and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full; (ciii) if a the Guarantor, in breach of paragraphs aparagraph (i) and/or bor (ii) above of this Clause 20.7 receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such the Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreementhereunder; and (div) the Guarantors have Guarantor has not taken nor and will they not take from the Borrower any Security Interest other Obligor any security whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to any of the Guarantors from the BorrowerBorrower or any other Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (b) if the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and (d) the Guarantors have not taken nor will they take from the Borrower or any other Obligor any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes Guarantor does further undertake to the Finance Parties that for as long as any of the Finance Documents this guarantee is effective:effective:- (ai) following receipt by it the Guarantor of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors Guarantor will not make demand for or claim payment of any moneys due to the Guarantors Guarantor from the Borrowerany other Obligor, or exercise any other right or remedy to which any of the Guarantors are Guarantor is entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full; (bii) if the Borrower any other Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors Guarantor shall not (unless so instructed by the Agent or to protect its rights against such Obligor, and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower other Obligors to the Finance Parties under the Finance Documents have been irrevocably paid in full; (ciii) if a the Guarantor, in breach of paragraphs aparagraph (i) and/or bor (ii) above of this Clause 20.7 receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such the Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreementhereunder; and (div) the Guarantors have Guarantor has not taken nor and will they not take from the Borrower any Security Interest other Obligor any security whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) following receipt by it of a notice from the Agent of the occurrence of any Event of Default 19.7.1 Until all amounts which is unremedied, none of the Guarantors will make demand for may be or claim payment of any moneys due to the Guarantors from the Borrower, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and become payable by the Borrower to the Finance Parties Obligors under or in connection with the Finance Documents have been irrevocably paid in fullfull and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents: 19.7.1.1 to be indemnified by an Obligor; (b) if 19.7.1.2 to claim any contribution from any other guarantor of any Obligor’s obligations under the Borrower shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds Finance Documents; and/or 19.7.1.3 to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower to rights of the Finance Parties under the Finance Documents have been irrevocably paid or of any other guarantee or security taken pursuant to, or in full; (c) if a Guarantorconnection with, the Finance Documents by any Finance Party, provided that, in breach any winding-up of paragraphs a) and/or b) above receives or recovers any money pursuant to any a Borrower, the provisions of this clause 19.7.1 will not prevent such exercise, Guarantor from filing a claim or proof as therein referred to, such money shall be held in estate of that Borrower in respect of a payment made by such Guarantor under this clause 19 (Guarantee and Indemnity) in custody circumstances in which such Guarantor may otherwise permanently lose its rights to make such claim against the estate of that Borrower if a claim is not lodged at that time, provided that any amount received by such Guarantor pursuant to such claim shall be subject to clause 19.7.2. 19.7.2 If a Guarantor 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 Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full for the Agent benefit of the Finance Parties and immediately be paid shall promptly pay or transfer the same to the Facility Agent so or as the Facility Agent may direct for the Agent to apply the same as if they were moneys received or recovered by the Agent under application in accordance with clause 30 (Payment Mechanics) of this Agreement; and (d) the Guarantors have not taken nor will they take from the Borrower any Security Interest whatsoever for the moneys hereby guaranteed.

Deferral of Guarantors’ rights. Each of the Guarantors undertakes to the Finance Parties that for as long as any of the Finance Documents is effective: (a) : following receipt by it of a notice from the Agent of the occurrence of any Event of Default which is unremedied, none of the Guarantors will make demand for or claim payment of any moneys due to the Guarantors that Guarantor from the Borrowerany Obligor, or exercise any other right or remedy to which any of the Guarantors are entitled in respect of such moneys unless and until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (b) ; if the Borrower an Obligor shall become the subject of an insolvency proceeding or shall be wound up or liquidated, the Guarantors shall not (unless so instructed by the Agent and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Agent) make any claim in such insolvency, winding-up or liquidation until all moneys owing or due and payable by the Borrower any Obligor to the Finance Parties under the Finance Documents have been irrevocably paid in full; (c) ; if a Guarantor, in breach of paragraphs a) and/or b) above receives or recovers any money pursuant to any such exercise, claim or proof as therein referred to, such money shall be held by such Guarantor in custody for the Agent and immediately be paid to the Agent so as for the Agent to apply the same as if they were moneys received or recovered by the Agent under this Agreement; and (d) and the Guarantors have not taken nor will they take from the Borrower any Obligor any Security Interest whatsoever for the moneys hereby guaranteed. # 39 (39) No Finance Party shall be obliged before taking steps to enforce the Guarantee Obligations of any of the Guarantors under this Agreement: to obtain judgement against any Obligor or any third party in any court or other tribunal; to make or file any claim in a bankruptcy or liquidation of any Obligor or any third party; or to take any action whatsoever against any Obligor or any third party under the Finance Documents, except giving notice of any payment due hereunder, and each of the Guarantors hereby waives all such formalities or rights to which it would otherwise be entitled or which the Finance Parties would otherwise first be required to satisfy or fulfil before proceeding or making any demand against the Guarantors hereunder, except as required hereunder or by law. Any release, discharge or settlement between a Guarantor and the Finance Parties (or any of them) in relation to any Finance Document shall be conditional upon no payment made by the Borrower to the Finance Parties hereunder or thereunder being void, set aside or ordered to be refunded pursuant to any enactment or law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any other reason whatsoever. If any payment is void or at any time so set aside or ordered to be refunded, the Finance Parties shall be entitled subsequently to enforce the Guarantee Obligations of a Guarantor hereunder as if such release, discharge or settlement had not occurred and any such payment had not been made.