Common use of Deferral of Guarantors’ rights Clause in Contracts

Deferral of Guarantors’ rights. Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full 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 or by reason of any amount being payable, or liability arising, under Clause 18.1 (Guarantee and indemnity): 18.7.1 to be indemnified by an Obligor; 18.7.2 to claim any contribution from any other guarantor of or provider of security for any Obligor’s obligations under the Finance Documents; 18.7.3 to take the benefit (in whole or in part and whether by way of subrogation, cession of action or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity); 18.7.5 to exercise any right of set-off against any Obligor; and/or 18.7.6 to claim, rank, prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party. 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 on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 (Payment Mechanics).

Deferral of Guarantors’ rights. Until all amounts All rights which may the Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower or its respective assets shall be or become payable by fully subordinated to the Obligors rights of the Secured Parties under or in connection with the Finance Documents have been irrevocably paid in full and until the end of the Security Period and unless the Facility Agent otherwise directs, no the Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18.1 17 (Guarantee and indemnityIndemnity): 18.7.1 (a) to be indemnified by an Obligorthe Borrower; 18.7.2 (b) to claim any contribution from any third party providing security for, or any other guarantor of or provider of security for any Obligor’s of, the Borrower's obligations under the Finance DocumentsDocuments to which it is a party in accordance with their terms; 18.7.3 (c) to take the benefit (in whole or in part and whether by way of subrogation, cession of action subrogation or otherwise) of any rights of the Finance Secured Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Secured Party; 18.7.4 (d) to bring legal or other proceedings for an order requiring any Obligor the Borrower to make any payment, or perform any obligation, in respect of which any the Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 17.1 (Guarantee and indemnity); 18.7.5 (e) to exercise any right of set-off against any Obligorthe Borrower; and/or 18.7.6 (f) to claim, rank, claim or prove or vote as a creditor or shareholder of any Obligor the Borrower in competition with any Finance Secured Party. If a the Guarantor 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 Finance Secured Parties by the Obligors Borrower under or in connection with the Finance Documents to which it is a party in accordance with their terms to be repaid in full on trust for, or otherwise for the benefit of, the Finance Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 33 (Payment Mechanics).

Deferral of Guarantors’ rights. (a) Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise agrees or directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under Clause 18.1 this clause 17: (Guarantee and indemnity): 18.7.1 i) to be indemnified by an Obligor; 18.7.2 (ii) to claim any contribution from any other guarantor of or provider of security for any Obligor’s 's obligations under the Finance Documents; 18.7.3 (iii) to take the benefit (in whole or in part and whether by way of subrogation, cession of action or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 (iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 clause 17.1 (Guarantee and indemnity); 18.7.5 (v) to exercise any right of set-off against any Obligor; and/or 18.7.6 (vi) to claim, rank, prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party. . (b) 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 on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause clause 29 (Payment Mechanicsmechanics).

Deferral of Guarantors’ rights. Until all amounts which may be or become payable by the Group Obligors under or in connection with the Finance Guaranteed Documents have been irrevocably paid in full 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 Guaranteed Documents or by reason of any amount being payable, or liability arising, arising under Clause 18.1 this clause 21: (Guarantee and indemnity): 18.7.1 a) to be indemnified by an a Group Obligor; 18.7.2 (b) to claim any contribution from any other guarantor of or provider of security for any Group Obligor’s obligations under the Finance Guaranteed Documents; 18.7.3 (c) to take the benefit (in whole or in part and whether by way of subrogation, cession of action subrogation or otherwise) of any rights of the Guaranteed Finance Parties under the Finance Guaranteed Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Guaranteed Documents by any Finance Party; 18.7.4 (d) to bring legal or other proceedings for an order requiring any Group Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 clause 21.1 (Guarantee and indemnityIndemnity); 18.7.5 (e) to exercise any right of set-off against any Group Obligor; and/or 18.7.6 (f) to claim, rank, claim or prove or vote as a creditor or shareholder of any Obligor in competition with any Guaranteed Finance Party. If a Guarantor 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 Guaranteed Finance Parties by the Group Obligors under or in connection with the Finance Guaranteed Documents to be repaid in full on trust for, or otherwise for the benefit of, the Guaranteed Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 clause 33 (Payment Mechanics).

Deferral of Guarantors’ rights. Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full 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 or by reason of any amount being payable, or liability arising, under Clause 18.1 (Guarantee and indemnity):Documents: 18.7.1 19.6.1 to be indemnified by an Obligor; 18.7.2 19.6.2 to claim any contribution or indemnity from any other guarantor of or provider of security for any Obligor’s obligations under the Finance Documents; 18.7.3 19.6.3 to take the benefit (in whole or in part and whether by way of subrogation, cession of action subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken or any moneys held, received or receivable pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity); 18.7.5 to exercise any right of set-off against any Obligor; and/or 18.7.6 19.6.4 to claim, rank, prove or vote as a creditor or shareholder of any Obligor or its estate in competition with any Finance PartyParty (or any trustee or agent on its behalf); or 19.6.5 to receive, claim or have the benefit of any payment, distribution or security from or on account of any Obligor, or exercise any right of set-off as against any Obligor. If a Guarantor 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 Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 (Payment Mechanics)this Agreement.

Deferral of Guarantors’ rights. Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full 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 or by reason of any amount being payable, or liability arising, under Clause 18.1 this clause 22 : (Guarantee and indemnity): 18.7.1 a) to be indemnified by an Obligor; 18.7.2 (b) to claim any contribution from any other guarantor of or provider of security for any Obligor’s 's obligations under the Finance Documents; 18.7.3 (c) to take the benefit (in whole or in part and whether by way of subrogation, cession of action subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security Security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 (d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 clause 22.1 (Guarantee and indemnity); 18.7.5 (e) to exercise any right of set-off against any Obligor; and/orand/or 10-16526587-2\13845-2639 97 18.7.6 (f) to claim, rank, claim or prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party. If a Guarantor 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 Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 clause 34 (Payment Mechanicsmechanics).

Deferral of Guarantors’ rights. Until all amounts which may be or become payable by 17.8.1 During the Obligors under or in connection with the Finance Documents have been irrevocably paid in full liability Period, and unless the Facility Agent Lender 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 or by reason of any amount being payable, or liability arising, under this Clause 18.1 17: (Guarantee and indemnity): 18.7.1 a) to receive or claim payment from or be indemnified by an Obligor; 18.7.2 (b) to claim any contribution from any other guarantor of of, or provider of security for Security in respect of, any Obligor’s obligations under the Finance Documents; 18.7.3 (c) to take the benefit (in whole or in part and whether by way of subrogation, cession of action subrogation or otherwise) of any rights of the Lender under any Finance Parties under the Finance Documents Document or of any other guarantee or security Security taken pursuant to, or in connection with, the Finance Documents by any Finance Partythe Lender; 18.7.4 (d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 17.1 (Guarantee and indemnity); 18.7.5 (e) to exercise any right of set-off against any ObligorObligor or to invoke or benefit from the rule in Cherry v Boultbee (as developed from time to time) or any similar or analogous rule or principle; and/or 18.7.6 (f) to claim, rank, claim or prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party. the Lender. 17.8.2 If a Guarantor receives any benefit, payment or distribution in relation to such rights, any rights referred to in Clause 17.8.1 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 Lender by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for, or otherwise for the benefit of, the Finance Parties Lender and shall promptly pay or transfer the same to the Facility Agent Lender or as the Facility Agent Lender may direct for application in accordance with Clause 29 26 (Payment Mechanicsmechanics).

Deferral of Guarantors’ rights. Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full 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 or by reason of any amount being payable, or liability arising, under Clause 18.1 (Guarantee and indemnity):this clause 15: 18.7.1 15.7.1 to be indemnified by an Obligor; 18.7.2 15.7.2 to claim any contribution from any other guarantor of or provider of security for any Obligor’s obligations under the Finance Documents; 18.7.3 15.7.3 to take the benefit (in whole or in part and whether by way of subrogation, cession of action subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 15.7.4 to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity)clause 15; 18.7.5 15.7.5 to exercise any right of set-off against any Obligor; and/or 18.7.6 15.7.6 to claim, rank, claim or prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party. If a Guarantor 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 Finance Parties Lender by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 (Payment Mechanics)Lender.

Deferral of Guarantors’ rights. Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise or otherwise enjoy the benefit of any rights right which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18.1 17: (Guarantee and indemnity): 18.7.1 a) to be indemnified by an ObligorObligor or any other person; 18.7.2 (b) to claim any contribution from any other guarantor of or provider of security for any Obligor’s obligations under the Finance DocumentsDocuments or any other person; 18.7.3 (c) to take the benefit (in whole or in part and whether by way of subrogation, cession of action subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 (d) to bring legal or other proceedings for an order requiring any Obligor or any other person to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 17.1 (Guarantee and indemnity); 18.7.5 (e) to exercise any right of set-off against any ObligorObligor or any other person; and/or 18.7.6 (f) to claim, rank, claim or prove or vote as a creditor or shareholder of any Obligor or any other person in competition with any Finance Party. If a any Guarantor receives shall receive any benefit, payment or distribution in relation to any such rights, right it shall hold that benefit, payment or distribution to the extent (or so much of it as may be 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 paid in full full) on trust for, or otherwise for the benefit ofFinance Parties, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 28 (Payment Mechanics).

Deferral of Guarantors’ rights. 19.9.1 Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full 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 or by reason of any amount being payable, or liability arising, under this Clause 18.1 19: (Guarantee and indemnity): 18.7.1 a) to be indemnified by an Obligor; 18.7.2 (b) to claim any contribution from any other guarantor of or provider of security for any Obligor’s 's obligations under the Finance Documents; 18.7.3 (c) to take the benefit (in whole or in part and whether by way of subrogation, cession of action or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 (d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 19.1 (Guarantee and indemnity); 18.7.5 (e) to exercise any right of set-off against any Obligor; and/or 18.7.6 (f) to claim, rank, prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party. . 19.9.2 If a Guarantor 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 Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 30 (Payment Mechanics).

Deferral of Guarantors’ rights. Until all amounts which may be or become payable by the Obligors Borrowers under or in connection with the Finance Documents have been irrevocably paid in full 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 or by reason of any amount being payable, or liability arising, under Clause 18.1 (Guarantee and indemnity):Documents: 18.7.1 19.8.1 to be indemnified by an Obligora Borrower; 18.7.2 19.8.2 to claim any contribution from any other guarantor of or provider of security for any ObligorBorrower’s obligations under the Finance Documents; 18.7.3 19.8.3 to take the benefit (in whole or in part and whether by way of subrogation, cession of action subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 19.8.4 to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 19.1 (Guarantee and indemnityIndemnity); 18.7.5 19.8.5 to exercise any right of set-off against any Obligor; and/or 18.7.6 19.8.6 to claim, rank, claim or prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party. If a Guarantor 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 Finance Parties by the Obligors any Borrower under or in connection with the Finance Documents to be repaid in full on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 31 (Payment Mechanics)mechanics) of this Agreement.

Deferral of Guarantors’ rights. Until all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise or otherwise enjoy the benefit of any rights right which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18.1 17: (Guarantee and indemnity): 18.7.1 a) to be indemnified by an a Transaction Obligor; 18.7.2 (b) to claim any contribution from any other guarantor of or provider of security for any Transaction Obligor’s 's obligations under the Finance Documents; 18.7.3 (c) to take the benefit (in whole or in part and whether by way of subrogation, cession of action subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 (d) to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 17.1 (Guarantee and indemnity); 18.7.5 (e) to exercise any right of set-off against any Transaction Obligor; and/or 18.7.6 (f) to claim, rank, claim or prove or vote as a creditor or shareholder of any Transaction Obligor in competition with any Finance Party. If a any Guarantor receives shall receive any benefit, payment or distribution in relation to any such rights, right it shall hold that benefit, payment or distribution to the extent (or so much of it as may be necessary to enable all amounts which may be or become payable to the Finance Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid paid in full full) on trust for, or otherwise for the benefit ofFinance Parties, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 28 (Payment Mechanics).

Deferral of Guarantors’ rights. Until all amounts which may be or become payable by the Obligors Borrowers under or in connection with the Finance Documents have been irrevocably paid in full 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 or by reason of any amount being payable, or liability arising, under Clause 18.1 (Guarantee and indemnity):Documents: 18.7.1 19.8.1 to be indemnified by an Obligora Borrower; 18.7.2 19.8.2 to claim any contribution from any other guarantor of or provider of security for any Obligor’s Borrower's obligations under the Finance Documents; 18.7.3 19.8.3 to take the benefit (in whole or in part and whether by way of subrogation, cession of action subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 19.8.4 to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 19.1 (Guarantee and indemnityIndemnity); 18.7.5 19.8.5 to exercise any right of set-off against any Obligor; and/or 18.7.6 19.8.6 to claim, rank, claim or prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party. If a Guarantor 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 Finance Parties by the Obligors any Borrower under or in connection with the Finance Documents to be repaid in full on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 31 (Payment Mechanics)mechanics) of this Agreement.

Deferral of Guarantors’ rights. 17.7.1. Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent Lender 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 or by reason of any amount being payable, or liability arising, under Clause 18.1 (Guarantee and indemnity):this clause 17: 18.7.1 17.7.1.1. to be indemnified by an Obligor; 18.7.2 17.7.1.2. to claim any contribution from any other guarantor of or provider of security for any Obligor’s 's obligations under the Finance Documents; 18.7.3 17.7.1.3. to take the benefit (in whole or in part and whether by way of subrogation, cession of action or otherwise) of any rights of the Finance Parties under 66 the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 18.7.4 17.7.1.4. to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 clause 17.1 (Guarantee and indemnity); 18.7.5 17.7.1.5. to exercise any right of set-off against any Obligor; and/oror 18.7.6 17.7.1.6. to claim, rank, or prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party. 17.7.2. 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 on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 29 (Payment Mechanics)Lender.