Common use of No Competition Clause in Contracts

No Competition. (a) Until the Secured Moneys have been fully paid and this clause 13 has been finally discharged, a Guarantor is not entitled to: (1) be subrogated to the Financier; (2) claim or receive the benefit of any Encumbrance, Surety Obligation or other document or agreement of which the Financier has the benefit; (3) claim or receive the benefit of any moneys held by the Financier; (4) claim or receive the benefit of any Power; (5) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party liable to pay the Secured Moneys, except in accordance with clause 13.13(b); (6) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation or by way of contribution) against any Transaction Party liable to pay the Secured Moneys; (7) accept, procure the grant of or allow to exist any Encumbrance in favour of a Guarantor from any Transaction Party liable to pay the Secured Moneys; (8) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance taken from, any Transaction Party liable to pay the Secured Moneys; or (9) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 13. (b) If required by the Financier, a Guarantor must prove in any liquidation of any Transaction Party liable to pay the Secured Moneys for all money owed to the Guarantor. (c) All money recovered by a Guarantor from any liquidation or under any Encumbrance or Surety Obligation from any Transaction Party liable to pay the Secured Moneys must be received and held in trust by the Guarantor for the Financier to the extent of the unsatisfied liability of the Guarantor under this clause 13. (d) A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a).

No Competition. (a) Until the Secured Moneys have been fully paid and this clause 13 21 has been finally discharged, a the Guarantor is not entitled to: (1) be subrogated to the Financier; (2) claim or receive the benefit of any Encumbrance, Surety Obligation or other document or agreement of which the Financier has the benefit; (3) claim or receive the benefit of any moneys held by the Financier; (4) claim or receive the benefit of any Power; (5) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party liable to pay the Secured Moneys, except in accordance with clause 13.13(b21.13(b); (6) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation or by way of contribution) against any Transaction Party liable to pay the Secured Moneys; (7) accept, procure the grant of or allow to exist any Encumbrance in favour of a the Guarantor from any Transaction Party liable to pay the Secured Moneys; (8) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance taken from, any Transaction Party liable to pay the Secured Moneys; or (9) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 1321. (b) If required by the Financier, a the Guarantor must prove in any liquidation of any Transaction Party liable to pay the Secured Moneys for all money owed to the Guarantor. (c) All money recovered by a the Guarantor from any liquidation or under any Encumbrance or Surety Obligation from any Transaction Party liable to pay the Secured Moneys must be received and held in trust by the Guarantor for the Financier to the extent of the unsatisfied liability of the Guarantor under this clause 1321. (d) A The Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a21.13(a).

No Competition. (a) Until the Secured Moneys have been fully paid and this clause 13 14 has been finally discharged, a Guarantor is not entitled to: (1) be subrogated to the Financierany Finance Party; (2) claim or receive the benefit of any Encumbrance, Surety Obligation Guarantee or other document or agreement of which the Financier any Finance Party has the benefit; (3) claim or receive the benefit of any moneys held by the Financierany Finance Party; (4) claim or receive the benefit of any Power; (5) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party Obligor liable to pay the Secured Moneys, except in accordance with clause 13.13(b14.13(b); (6) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation Guarantee or by way of contribution) against any Transaction Party Obligor liable to pay the Secured MoneysMoneys or against any asset of any such Obligor, whether such right, power or remedy arises under or in connection with this agreement, any other Finance Document or otherwise; (7) accept, procure the grant of or allow to exist any Encumbrance in favour of a Guarantor from any Transaction Party Obligor liable to pay the Secured Moneys; (8) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance taken from, any Transaction Party Obligor liable to pay the Secured Moneys; or (9) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 1314. (b) If required by the Financierany Finance Party, a Guarantor must prove in any liquidation of any Transaction Party Obligor liable to pay the Secured Moneys for all money owed to the Guarantor. (c) All money recovered by a Guarantor from any Obligor liable to pay the Secured Moneys from any liquidation or under any Encumbrance or Surety Obligation from any Transaction Party liable to pay Guarantee (whether the Secured Moneys Encumbrance or Guarantee is a Finance Document or otherwise) must be received and held in trust by the Guarantor for the Financier Finance Parties to the extent of the unsatisfied liability of the Guarantor under this clause 1314. (d) A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a14.13(a).

No Competition. (a) Until the Secured Moneys have been fully paid and this clause 13 has been finally discharged, a Guarantor is not entitled to: (1) be subrogated to the FinancierLender; (2) claim or receive the benefit of of: (A) any Encumbrance, Surety Obligation Guarantee or other document or agreement of which the Financier Lender has the benefit; (3B) claim or receive the benefit of any moneys held by the Financier;Lender; or (4C) claim or receive the benefit of any Power; (53) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party liable to pay the Secured Moneys, except in accordance with clause 13.13(b); (64) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation Guarantee or by way of contribution) against any Transaction Party liable to pay the Secured Moneys; (75) accept, procure the grant of or allow to exist any Encumbrance in favour of a the Guarantor from any Transaction Party liable to pay the Secured Moneys; (8) 6) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance taken from, any Transaction Party liable to pay the Secured Moneys; or (97) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 13.. Debt finance facility agreement (b) If required by the FinancierLender, a Guarantor must prove in any liquidation of any Transaction Party liable to pay the Secured Moneys for all money owed to the Guarantor. (c) All money recovered by a Guarantor from any liquidation or under any Encumbrance or Surety Obligation Guarantee from any Transaction Party liable to pay the Secured Moneys must be received and held in trust by the Guarantor for the Financier Lender to the extent of the unsatisfied liability of the Guarantor under this clause 13. (d) A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a).

No Competition. (a) Until the Secured Moneys have been fully paid and this clause 13 the Security has been finally dischargeddischarged under clause 3, a Guarantor the Grantor is not entitled to: (1) be subrogated to the FinancierSecured Party; (2) claim or receive the benefit of any Encumbrance, Surety Obligation Guarantee (including any Finance Document) or other document or agreement of which the Financier Secured Party has the benefit; (3) claim or receive the benefit of any moneys held by the FinancierSecured Party; (4) claim or receive the benefit of any Power; (5) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party liable to pay the Secured MoneysParty, except in accordance with clause 13.13(b11.4(b); (6) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation Guarantee or by way of contribution) against any Transaction Party liable to pay the Secured MoneysMoneys or against any asset of any such Transaction Party, whether such right, power or remedy arises under or in connection with this deed, any other Finance Document or otherwise; (7) accept, procure the grant of of, or allow to exist any Encumbrance in favour of a Guarantor the Grantor from any Transaction Party liable to pay the Secured Moneys; (8) exercise or attempt to exercise any right of set-off against, or nor realise any Encumbrance taken from, any Transaction Party liable to pay the Secured Moneys; or (9) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 13the Finance Documents. (b) If required by the FinancierSecured Party, a Guarantor the Grantor must prove in any liquidation of any a Transaction Party liable to pay the Secured Moneys for all money moneys owed to the GuarantorGrantor. (c) All money moneys recovered by the Grantor from a Guarantor Transaction Party liable to pay the Secured Moneys from any liquidation or under any Encumbrance or Surety Obligation from any Transaction Party liable Guarantee (whether the Encumbrance or Guarantee is a Finance Document or otherwise) must be paid to pay the Secured Moneys must be received and held in trust by the Guarantor for the Financier Party to the extent of the unsatisfied liability of the Guarantor Grantor under this clause 13the Finance Documents. (d) A Guarantor The Grantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a11.4(a).. 12 General

No Competition. (a) Until the Secured Moneys Money Owing have been fully paid and this clause 13 has been finally discharged, a Guarantor is not entitled to: (1) be subrogated to the FinancierLender; (2) claim or receive the benefit of any EncumbranceSecurity Interest, Surety Obligation Guarantee or other document or agreement of which the Financier Lender has the benefit; (3) claim or receive the benefit of any moneys held by the FinancierLender; (4) claim or receive the benefit of any Powerpower; (5) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party Obligor liable to pay the Secured MoneysMoney Owing, except in accordance with clause 13.13(b); (6) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance Security Interest or Surety Obligation Guarantee or by way of contribution) against any Transaction Party Obligor liable to pay the Secured MoneysMoney Owing; (7) accept, procure the grant of or allow to exist any Encumbrance Security Interest in favour of a Guarantor from any Transaction Party Obligor liable to pay the Secured MoneysMoney Owing; (8) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance Security Interest taken from, any Transaction Party Obligor liable to pay the Secured MoneysMoney Owing; or (9) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 13. (b) If required by the FinancierLender, a Guarantor must prove in any liquidation of any Transaction Party Obligor liable to pay the Secured Moneys Money Owing for all money owed to the Guarantor. (c) All money recovered by a Guarantor from any liquidation or under any Encumbrance Security Interest or Surety Obligation Guarantee from any Transaction Party Obligor liable to pay the Secured Moneys Money Owing must be received and held in trust immediately paid by the Guarantor for to the Financier Lender to the extent of the unsatisfied liability of the Guarantor under this clause 13. (d) A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a).

No Competition. (a) Until the Secured Moneys have Amount Outstanding has been fully and finally paid and this clause 13 12 has been finally discharged, a Guarantor is not entitled to: (1i) be subrogated to the FinancierLender; (2ii) claim or receive the benefit of any EncumbranceSecurity Interest, Surety Obligation Guarantee or other document or agreement of which the Financier Lender has the benefit; (3iii) claim or receive the benefit of any moneys held by the FinancierLender; (4iv) claim or receive the benefit of or any Power; (5v) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party liable to pay the Secured MoneysBorrower, except in accordance with clause 13.13(b12.11(b); (6vi) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance a Security Interest or Surety Obligation Guarantee or by way of contribution) against any Transaction Party liable to pay the Secured MoneysBorrower; (7vii) accept, procure the grant of or allow to exist any Encumbrance Security Interest in favour of a Guarantor from any Transaction Party liable to pay the Secured MoneysBorrower; (8) viii) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance Security Interest taken from, any Transaction Party liable to pay the Secured MoneysBorrower; or (9ix) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 1312. (b) If required by the FinancierLender, a Guarantor must prove in any liquidation of any Transaction Party liable to pay the Secured Moneys Borrower for all money owed to the Guarantor. (c) All money recovered by a Guarantor from any liquidation or under any Encumbrance Security Interest or Surety Obligation Guarantee from any Transaction Party liable to pay the Secured Moneys Borrower must be received and held in trust by the Guarantor for the Financier Lender to the extent of the unsatisfied liability of the Guarantor under this clause 1312. (d) A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a12.11(a).

No Competition. (a) Until the Secured Moneys have been fully paid and this clause 13 the Security has been finally dischargeddischarged under clause 3, a Guarantor the Grantor is not entitled to: (1) be subrogated to the FinancierSecured Party; (2) claim or receive the benefit of any Encumbrance, Surety Obligation Guarantee (including any Finance Document) or other document or agreement of which the Financier Secured Party has the benefit; (3) claim or receive the benefit of any moneys held by the FinancierSecured Party; (4) claim or receive the benefit of any Power; (5) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party liable to pay the Secured MoneysParty, except in accordance with clause 13.13(b11.4(b); (6) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation Guarantee or by way of contribution) against any Transaction Party liable to pay the Secured MoneysMoneys or against any asset of any such Transaction Party, whether such right, power or remedy arises under or in connection with this deed, any other Finance Document or otherwise; (7) accept, procure the grant of of, or allow to exist any Encumbrance in favour of a Guarantor the Grantor from any Transaction Party liable to pay the Secured Moneys; (8) exercise or attempt to exercise any right of set-off against, or nor realise any Encumbrance taken from, any Transaction Party liable to pay the Secured Moneys; or (9) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 13the Finance Documents. (b) If required by the FinancierSecured Party, a Guarantor the Grantor must prove in any liquidation of any a Transaction Party liable to pay the Secured Moneys for all money moneys owed to the GuarantorGrantor. (c) All money moneys recovered by the Grantor from a Guarantor Transaction Party liable to pay the Secured Moneys from any liquidation or under any Encumbrance or Surety Obligation from any Transaction Party liable Guarantee (whether the Encumbrance or Guarantee is a Finance Document or otherwise) must be paid to pay the Secured Moneys must be received and held in trust by the Guarantor for the Financier Party to the extent of the unsatisfied liability of the Guarantor Grantor under this clause 13the Finance Documents. (d) A Guarantor The Grantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a11.4(a).

No Competition. (a) Until the Secured Moneys have been fully paid and this clause 13 ‎12 has been finally discharged, a Guarantor is not entitled to: (1) be subrogated to the Financierany Finance Party; (2) claim or receive the benefit of of: (A) any Encumbrance, Surety Obligation Guarantee or other document or agreement of which the Financier any Finance Party has the benefit; (3B) claim or receive the benefit of any moneys held by the Financier;any Finance Party; or (4C) claim or receive the benefit of any Power; (53) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party liable to pay the Secured Moneys, except in accordance with that clause 13.13(b‎12.13(b); (64) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation Guarantee or by way of contribution) against any Transaction Party liable to pay the Secured Moneys; (75) accept, procure the grant of or allow to exist any Encumbrance in favour of a Guarantor from any Transaction Party liable to pay the Secured Moneys; (8) 6) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance taken from, any Transaction Party liable to pay the Secured Moneys; or (97) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 13‎12. (b) If required by the Financierany Finance Party, a Guarantor must prove in any liquidation of any Transaction Party liable to pay the Secured Moneys for all money owed to the Guarantor. (c) All money recovered by a Guarantor from any liquidation or under any Encumbrance or Surety Obligation Guarantee from any Transaction Party liable to pay the Secured Moneys must be received and held in trust by the Guarantor for the Financier Finance Parties to the extent of the unsatisfied liability of the Guarantor under this clause 13‎12. (d) A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a‎12.13(a).

No Competition. (a) Until the Secured Moneys have been fully paid and this clause 13 14 has been finally discharged, a Guarantor is not entitled to: (1) be subrogated to the Financierany Finance Party; (2) claim or receive the benefit of any Encumbrance, Surety Obligation Guarantee or other document or agreement of which the Financier any Finance Party has the benefit; (3) claim or receive the benefit of any moneys held by the Financier;any Finance Party; or (4) claim or receive the benefit of any Power; (5) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party Obligor liable to pay the Secured Moneys, except in accordance with clause 13.13(b14.13(b); (6) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation Guarantee or by way of contribution) against any Transaction Party Obligor liable to pay the Secured MoneysMoneys or against any asset of any such Obligor, whether such right, power or remedy arises under or in connection with this agreement, any other Finance Document or otherwise; (7) accept, procure the grant of or allow to exist any Encumbrance in favour of a Guarantor from any Transaction Party Obligor liable to pay the Secured Moneys; (8) exercise or attempt to exercise any right of set-off set‑off against, or realise any Encumbrance taken from, any Transaction Party Obligor liable to pay the Secured Moneys; or (9) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 1314. (b) If required by the Financierany Finance Party, a Guarantor must prove in any liquidation of any Transaction Party Obligor liable to pay the Secured Moneys for all money owed to the Guarantor. (c) All money recovered by a Guarantor from any Obligor liable to pay the Secured Moneys from any liquidation or under any Encumbrance or Surety Obligation from any Transaction Party liable to pay Guarantee (whether the Secured Moneys Encumbrance or Guarantee is a Finance Document or otherwise) must be received and held in trust by the Guarantor for the Financier Finance Parties to the extent of the unsatisfied liability of the Guarantor under this clause 1314. (d) A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a14.13(a).

No Competition. (a) Until the Secured Moneys have Money Owing has been fully paid and each Obligor's obligation under this clause 13 16 has been finally discharged, a Guarantor an Obligor is not entitled to: (1) be subrogated to the FinancierFinance Parties; (2) claim or receive the benefit of any EncumbranceSecurity Interest, Surety Obligation Guarantee or other document or agreement of which the Financier any Finance Party has the benefit; (3) claim or receive the benefit of any moneys held by the Financierany Finance Party; (4) claim or receive the benefit of any Powerpower; (5) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party Obligor liable to pay the Secured MoneysMoney Owing, except in accordance with clause 13.13(b16.13(b); (6) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance Security Interest or Surety Obligation Guarantee or by way of contribution) against any Transaction Party Obligor liable to pay the Secured MoneysMoney Owing; (7) accept, procure the grant of or allow to exist any Encumbrance Security Interest in favour of a Guarantor it from any Transaction Party Obligor liable to pay the Secured MoneysMoney Owing; (8) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance Security Interest taken from, any Transaction Party Obligor liable to pay the Secured MoneysMoney Owing; or (9) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 1316. (b) If required by the FinancierLender, a Guarantor an Obligor must prove in any liquidation of any Transaction Party other Obligor liable to pay the Secured Moneys Money Owing for all money owed to the Guarantorit. (c) All money recovered by a Guarantor an Obligor from any liquidation or under any Encumbrance Security Interest or Surety Obligation Guarantee from any Transaction Party Obligor liable to pay the Secured Moneys Money Owing must be received and held in trust immediately paid by the Guarantor for Obligor to the Financier Lender to the extent of the unsatisfied liability of the Guarantor Obligors under this clause 1316. (d) A Guarantor An Obligor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a16.13(a).

No Competition. (a) Until In the event that any US Guarantor shall at any time make a payment under this clause 13 or under the US Guarantee: (1) the Borrower agrees to reimburse such US Guarantor for the amount of such payment and to allow such US Guarantor to offset the amount that it is entitled to be so reimbursed against any and all amounts that it may then owe to such Borrower under any intercompany indebtedness; and (2) to the extent that such US Guarantor is not reimbursed in full by the Borrower, the other Guarantors each agree that, to the extent that such US Guarantor is otherwise then indebted to such other Guarantor, the US Guarantor shall also be entitled to a right of contribution from such other Guarantor by offsetting such right to contribution against such indebtedness. (b) Except for the rights of offset by the US Guarantors set out in clause 13.13(a), until the Secured Moneys have been fully paid and this clause 13 has been finally discharged, a Guarantor is not entitled to: (1) be subrogated to the Financierany Mezzanine Finance Party; (2) claim or receive the benefit of of: (A) any Encumbrance, Surety Obligation Guarantee or other document or agreement of which the Financier any Mezzanine Finance Party has the benefit; (3B) claim or receive the benefit of any moneys held by the Financier;any Mezzanine Finance Party; or (4C) claim or receive the benefit of any Power; (53) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation Liquidation (other than a solvent reconstruction, amalgamation, merger or consolidation that has previously been approved in writing by the Mezzanine Agent (acting on the instructions of the Majority Financiers)) of any Transaction Party liable to pay the Secured Moneys, except in accordance with clause 13.13(b13.13(c); (64) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation Guarantee or by way of contribution) against any Transaction Party liable to pay the Secured Moneys; (75) accept, procure the grant of or allow to exist any Encumbrance in favour of a Guarantor from any Transaction Party liable to pay the Secured Moneys; (8) 6) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance taken from, any Transaction Party liable to pay the Secured Moneys; or (97) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 13. (bc) If required by the Financierany Mezzanine Finance Party, a Guarantor must prove in any liquidation Liquidation (other than a solvent reconstruction, amalgamation, merger or consolidation that has previously been approved in writing by the Mezzanine Agent (acting on the instructions of the Majority Financiers)) of any Transaction Party liable to pay the Secured Moneys for all money owed to the Guarantor. (cd) All money recovered by a Guarantor from any liquidation Liquidation (other than a solvent reconstruction, amalgamation, merger or consolidation that has previously been approved in writing by the Mezzanine Agent (acting on the instructions of the Majority Financiers)) or under any Encumbrance or Surety Obligation Guarantee from any Transaction Party liable to pay the Secured Moneys must be received and held in trust by the Guarantor for the Financier Mezzanine Finance Parties to the extent of the unsatisfied liability of the Guarantor under this clause 13. (d) A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a).

No Competition. (a) Until the Secured Moneys have been fully paid and this clause 13 14 has been finally discharged, a the Guarantor is not entitled to: (1) be subrogated to the Financier; (2) claim or receive the benefit of any Encumbrance, Surety Obligation or other document or agreement of which the Financier has the benefit; (3) claim or receive the benefit of any moneys held by the Financier; (4) claim or receive the benefit of any Power; (5) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party liable to pay the Secured Moneys, except in accordance with clause 13.13(b14.13(b); (6) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation or by way of contribution) against any Transaction Party liable to pay the Secured Moneys; (7) accept, procure the grant of or allow to exist any Encumbrance in favour of a the Guarantor from any Transaction Party liable to pay the Secured Moneys; (8) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance taken from, any Transaction Party liable to pay the Secured Moneys; or (9) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 1314. (b) If required by the Financier, a the Guarantor must prove in any liquidation of any Transaction Party liable to pay the Secured Moneys for all money owed to the Guarantor. (c) All money recovered by a the Guarantor from any liquidation or under any Encumbrance or Surety Obligation from any Transaction Party liable to pay the Secured Moneys must be received and held in trust by the Guarantor for the Financier to the extent of the unsatisfied liability of the Guarantor under this clause 1314. (d) A The Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a14.13(a).

No Competition. (a) Until In the event that any US Guarantor shall at any time make a payment under this clause 14 or under the US Guarantee: (1) the US Borrower or the Australian Borrower (as applicable) agrees to reimburse such US Guarantor for the amount of such payment and to allow such US Guarantor to offset the amount that it is entitled to be so reimbursed against any and all amounts that it may then owe to such Borrower under any intercompany indebtedness; and (2) to the extent that such US Guarantor is not reimbursed in full by the Borrowers, the other Guarantors each agree that, to the extent that such US Guarantor is otherwise then indebted to such other Guarantor, the US Guarantor shall also be entitled to a right of contribution from such other Guarantor by offsetting such right to contribution against such indebtedness. (b) Except for the rights of offset by the US Guarantors set out in clause 14.13(a), until the Secured Moneys have been fully paid and this clause 13 14 has been finally discharged, a Guarantor is not entitled to: (1) be subrogated to the Financierany Senior Finance Party; (2) claim or receive the benefit of of: (A) any Encumbrance, Surety Obligation Guarantee or other document or agreement of which the Financier any Senior Finance Party has the benefit; (3B) claim or receive the benefit of any moneys held by the Financier;any Senior Finance Party; or (4C) claim or receive the benefit of any Power; (53) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation Liquidation (other than a solvent reconstruction, amalgamation, merger or consolidation that has previously been approved in writing by the Senior Agent (acting on the instructions of the Majority Financiers)) of any Transaction Party liable to pay the Secured Moneys, except in accordance with clause 13.13(b14.13(c); (64) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation Guarantee or by way of contribution) against any Transaction Party liable to pay the Secured Moneys; (75) accept, procure the grant of or allow to exist any Encumbrance in favour of a Guarantor from any Transaction Party liable to pay the Secured Moneys; (8) 6) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance taken from, any Transaction Party liable to pay the Secured Moneys; or (97) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 1314. (b) If required by the Financier, a Guarantor must prove in any liquidation of any Transaction Party liable to pay the Secured Moneys for all money owed to the Guarantor. (c) All money recovered by a Guarantor from any liquidation or under any Encumbrance or Surety Obligation from any Transaction Party liable to pay the Secured Moneys must be received and held in trust by the Guarantor for the Financier to the extent of the unsatisfied liability of the Guarantor under this clause 13. (d) A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a).

No Competition. (a) Until the Secured all Outstanding Moneys have been fully paid and this clause 13 10 has been finally discharged, a Guarantor Ansell is not entitled to: (1) be subrogated to the FinancierPDH or any Lender; (2) claim or receive the benefit of of: (A) any Encumbrance, Surety Obligation or other document or agreement of which the Financier PDH or any Lender has the benefit; (3B) claim or receive the benefit of any moneys held by the Financier;PDH or any Lender; or (4C) claim or receive the benefit of any Power; (53) subject to clause 10.12(b) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party Borrower liable to pay the Secured any Outstanding Moneys, except in accordance with clause 13.13(b); (64) make a claim or exercise or enforce any right, power or remedy (including including, but not limited to, under an Encumbrance or Surety Obligation or by way of contribution) against any Transaction Party Borrower liable to pay the Secured any Outstanding Moneys; (75) accept, procure the grant of or allow to exist any Encumbrance in favour of a Guarantor Ansell from any Transaction Party Borrower liable to pay the Secured any Outstanding Moneys; (8) 6) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance taken from, any Transaction Party Borrower liable to pay the Secured any Outstanding Moneys; or (97) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 1310. (b) If required by the FinancierPDH or any Lender, a Guarantor Ansell must prove in any liquidation of any Transaction Party Borrower liable to pay the Secured any Outstanding Moneys for all money moneys owed to the GuarantorAnsell. (c) All money recovered by a Guarantor from any liquidation or under any Encumbrance or Surety Obligation from any Transaction Party liable to pay the Secured Moneys must be received and held in trust by the Guarantor for the Financier to the extent of the unsatisfied liability of the Guarantor under this clause 13. (d) A Guarantor Ansell must not do or seek, attempt or purport to do anything referred to in clause 13.13(a10.12(a).

No Competition. (a) Until Subject to the terms and conditions of the Security Trust and Intercreditor Deed, until the Secured Moneys Obligations have been fully and irrevocably paid and this clause 13 the Mortgage has been finally dischargeddischarged in accordance with the terms of the Security Trust and Intercreditor Deed, a Guarantor the Mortgagor is not entitled to, except (with respect only to sub-paragraphs (3) to (7) below) as not expressly prohibited under the Indentures: (1) be subrogated to the FinancierSecurity Trustee; (2) claim or receive the benefit of of: (A) any Encumbrance, Surety Obligation Guarantee (including, but not limited to, any Relevant Document) or other document or agreement of which the Financier Security Trustee has the benefit; (3B) claim or receive the benefit of any moneys held by the Financier;Security Trustee; or (4C) claim or receive the benefit of any Power; (53) subject to clause 12.3(b), either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party liable to pay the Secured Moneys, except in accordance with clause 13.13(b)Obligor; (64) make a claim or exercise or enforce any right, power or remedy (including including, but not limited to, under an Encumbrance or Surety Obligation Guarantee or by way of contribution) against any Transaction Party liable to pay the Secured MoneysObligor; (75) accept, procure the grant of of, or allow to exist any Encumbrance in favour of a Guarantor the Mortgagor from any Transaction Party liable to pay the Secured MoneysObligor; (8) 6) exercise or attempt to exercise any right of set-off against, or nor realise any Encumbrance taken from, any Transaction Party liable to pay the Secured MoneysObligor; oror Share mortgage (97) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 13the Relevant Documents. (b) If required by the FinancierSecurity Trustee, a Guarantor the Mortgagor must prove in any liquidation of any Transaction Party liable to pay the Secured Moneys a Obligor for all money moneys owed to the GuarantorMortgagor. (c) All money moneys recovered by a Guarantor the Mortgagor from any liquidation or under any Encumbrance or Surety Obligation from any Transaction Party liable to pay the Secured Moneys a Obligor must be received and held in trust by the Guarantor Mortgagor for the Financier Security Trustee to the extent of the unsatisfied liability of the Guarantor Mortgagor under this clause 13the Relevant Documents. (d) A Guarantor The Mortgagor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a12.3(a).

No Competition. (a) Until the Secured Outstanding Moneys have been fully paid and this clause 13 7 has been finally discharged, a Guarantor is not entitled to: (1) be subrogated to the FinancierLender; (2) claim or receive the benefit of any Encumbrance, Surety Obligation Guarantee or other document or agreement of which the Financier Lender has the benefit; (3) claim or receive the benefit of any moneys held by the Financier;Lender; or (4) claim or receive the benefit of any Power; (5) either directly or indirectly to prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to the liquidation of any Transaction Party liable to pay the Secured Outstanding Moneys, except in accordance with clause 13.13(b7.13(b); (6) make a claim or exercise or enforce any right, power or remedy (including under an Encumbrance or Surety Obligation Guarantee or by way of contribution) against any Transaction Party liable to pay the Secured MoneysOutstanding Moneys other than payments made in the ordinary course of business that are not otherwise restricted by this clause 7.13; (7) accept, procure the grant of or allow to exist any Encumbrance in favour of a Guarantor from any Transaction Party liable to pay the Secured Outstanding Moneys; (8) exercise or attempt to exercise any right of set-off against, or realise any Encumbrance taken from, any Transaction Party liable to pay the Secured Outstanding Moneys; or (9) raise any defence or counterclaim in reduction or discharge of its obligations under this clause 137. (b) If required by the FinancierLender, a Guarantor must prove in any liquidation of any Transaction Party liable to pay the Secured Outstanding Moneys for all money owed to the Guarantor. (c) All money recovered by a Guarantor from any liquidation or under any Encumbrance or Surety Obligation Guarantee from any Transaction Party liable to pay the Secured Outstanding Moneys must be received and held in trust by the Guarantor for the Financier Lender to the extent of the unsatisfied liability of the Guarantor under this clause 137. (d) A Guarantor must not do or seek, attempt or purport to do anything referred to in clause 13.13(a7.13(a).