No interference with Secretary of State’s rights Sample Clauses

No interference with Secretary of State’s rights. 3.1.1 The Guarantor undertakes that, at any time on or before the Discharge Date, except as otherwise expressly permitted by this deed (or with the prior written consent of the Secretary of State), it will not: 3.1.1.1 take or receive from any person (or permit to subsist) any security or any guarantee, indemnity or other financial support in respect of any liability it might incur under or in connection with this deed; 3.1.1.2 take any step against the Franchisee (or any co-surety) in respect of any liability it might incur under or in connection with this deed, including (whether on the basis of subrogation or otherwise) claiming reimbursement of any payment, exercising any right of set-off, counterclaim, indemnity or contribution in respect of any payment or enforcing any security; 3.1.1.3 exercise any right it might have (whether on the basis of subrogation or otherwise) to share in any security held by the Secretary of State; or 3.1.1.4 in any insolvency proceedings (or analogous proceedings) affecting the Franchisee, submit any proof or other claim or rank in competition with the Secretary of State (or with any trustee or agent acting on its behalf). 3.1.2 If, at any time, the Secretary of State instructs the Guarantor to take any of the steps referred to in clause 3.1.1.4, the Guarantor shall do so in accordance with the instructions and at its own expense. 3.1.3 If (a) at any time, the Guarantor holds the benefit of any security or receives any payment or any other asset in breach of clause 3.1.1 or as a result of taking any action under clause 3.1.2 or (b) at any time after the Secretary of State makes a demand under clause 2.1, the Guarantor receives any payment or any other asset from the Franchisee, then the Guarantor shall pay the relevant amount (or, as applicable, transfer the relevant security or other asset) to the Secretary of State, for application in or towards payment of the Guarantor’s liabilities under this deed. Until it makes payment (or, as the case may be, completes the transfer), the Guarantor shall hold the relevant amount (or security or other asset) on trust for the Secretary of State. If, at any time, the aggregate amount of the property required to be held on trust under this clause 3.1.3 would otherwise exceed the amount of the Guarantor’s liabilities under this deed at that time, this clause 3.
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