Deferral of Subsidiary Guarantors’ Rights. All rights which a Subsidiary Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower, any other Obligor or their respective assets shall be fully subordinated to the rights of the Finance Parties under the Loan Documents and until all obligations under the Loan Documents are paid in full and unless the Facility Agent otherwise directs, no Subsidiary Guarantor will exercise its rights which it may have (whether in respect of any Loan Document to which it is a party or any other transaction) by reason of performance by it of its obligations under the Loan Documents or by reason of any amount being payable, or liability arising, under this Section 20 (Guarantee and Indemnity):
(a) to be indemnified by any Obligor;
(b) to claim any contribution from any third party providing security for, or any other guarantor of, any Obligor’s obligations under the Loan Documents;
(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Loan Documents or of any other guarantee or security taken pursuant to, or in connection with, the Loan Documents by any Finance Party;
(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 a Subsidiary Guarantor has given a guarantee, undertaking or indemnity under Section 20.1 (Guarantee and Indemnity) to exercise any right of set-off against any Obligor; and/or
(e) to claim or prove as a Finance Party of any Obligor in competition with any Finance Party. If a Subsidiary 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 Obligor under or in connection with the Loan Documents to be repaid in full on trust for 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 the terms of this Agreement.
Deferral of Subsidiary Guarantors’ Rights. Until all amounts which may be or become payable by the Subsidiary Guarantors under or in connection with the Hedging Agreements have been irrevocably paid in full and unless the Security Agent, acting on instruction of the Super Senior Creditors, otherwise directs, no Subsidiary Guarantor 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:
(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;
(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 Subsidiary Guarantor 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 13 (Application of Proceeds).
