Waiver of Guarantor’s rights. Until all the Guaranteed Liabilities have been paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) the Guarantor agrees that, without the prior written consent of the Bank, it will not:
2.9.1 exercise its rights of subrogation, reimbursement and indemnity against the Borrower or any other person liable;
2.9.2 demand or accept repayment in whole or in part of any indebtedness now or hereafter due to the Guarantor from the Borrower or from any other person liable or demand or accept any Collateral Instrument in respect of the same or dispose of the same;
2.9.3 take any step to enforce any right against the Borrower or any other person liable in respect of any Guaranteed Liabilities; or
2.9.4 claim any set-off or counterclaim against the Borrower or any other person liable or claim or prove in competition with the Bank in the liquidation of the Borrower or any other person liable or have the benefit of, or share in, any payment from or composition with, the Borrower or any other person liable or any other Collateral Instrument now or hereafter held by the Bank for any Guaranteed Liabilities or for the obligations or liabilities of any other person liable but so that, if so directed by the Bank, it will prove for the whole or any part of its claim in the liquidation of the Borrower or any other person liable on terms that the benefit of such proof and of all money received by it in respect thereof shall be held on trust for the Bank and applied in or towards discharge of the Guaranteed Liabilities in such manner as the Bank shall deem appropriate.
Waiver of Guarantor’s rights. The Guarantor will not exercise any rights which it may acquire by way of subrogation or by any indemnity, reimbursement or other agreement until the principal (premium, if any) and interest in respect of all outstanding Notes shall have been paid.
Waiver of Guarantor’s rights. 8.1 Subject to clause 3 (Beneficiary Protections) above, until the date on which TTL notifies the Guarantor that the Guaranteed Obligations have been discharged in full by the Service Provider in accordance with the Agreement, the Guarantor agrees that it will not:
(A) exercise any rights of subrogation, contribution or indemnity against the Service Provider;
(B) take the benefit of share in or enforce any security or guarantee or indemnity for the Service Provider’s obligations against the Service Provider
(C) take any step to enforce any right against the Service Provider in respect of any of the Service Provider’s obligations;
(D) exercise any right of set-off or counterclaim against the Service Provider or have the benefit of, or share in, any payment from or composition with, the Service Provider or any security or right now or hereafter held by TTL;
(E) claim payment of any other moneys for the time being due, owing, payable or incurred to the Guarantor from or by the Service Provider or any other surety on any account whatsoever, or exercise any other right, claim or remedy of any kind which the Guarantor has in respect thereof;
(F) sell, negotiate, endorse, assign, charge or otherwise deal with any liability or obligation to the Guarantor of the Service Provider or any other surety (whether arising from any payment made by the Guarantor under or in respect of this Guarantee or on any other account whatsoever); or
(G) in the event of any bankruptcy, liquidation, winding-up or dissolution of the Service Provider or any other surety claim or prove, or accept any direct or indirect payment or distribution, in respect of any moneys owing to the Guarantor by the Service Provider or such other surety on any account whatsoever, in competition with TTL or where the Guarantor’s actions would adversely affect TTL.
8.2 Any amount recovered as a result of the exercise of the rights listed in clause 8.1 above shall be paid to TTL on demand.
8.3 The Guarantor warrants to TTL that it has not taken any security from the Service Provider in relation to this Guarantee. If any security is taken in breach of this provision, the Guarantor agrees that:
(A) all its interests in the assets secured under such security shall in all respects rank after TTL's claim and interest in those assets; and
(B) it will hold such security on trust for TTL and shall pay over to TTL forthwith any monies it receives as a result of any realisation of such security.
Waiver of Guarantor’s rights. The Guarantor hereby waives to the ---------------------------- fullest extent possible as and against the Borrower and its assets any and all rights, whether at law, in equity, by agreement or otherwise, to subrogation, indemnity, reimbursement, contribution, or any other similar claim, cause of action or remedy that otherwise would arise out of the Guarantor's performance of its obligations to the Bank under this Agreement. The preceding waiver is intended by both the Guarantor and the Bank to be for the benefit of the Borrower, and the waiver shall be enforceable by the Borrower or any of its successors or assigns as an absolute defense to any action by the Guarantor against the Borrower or its assets which arises out of the Guarantor's having made any payment to the Bank with respect to any of the Borrower's liabilities guaranteed hereunder.
Waiver of Guarantor’s rights. (a) The Guarantor shall:
(i) not by paying any sum due hereunder or by any means or on any ground claim or recover by the institution of proceedings or the threat of proceedings or otherwise recover such sum from the O&M Contractor or claim any set-off or counterclaim against the O&M Contractor or prove in competition with TfL to claim for any money or liabilities due or incurred by the O&M Contractor to TfL or have the benefit of any security which TfL holds or may hold for any money or liabilities due or incurred by the O&M Contractor to TfL; and
(ii) in case the Guarantor receives any sums from the O&M Contractor in respect of any payment of the Guarantor hereunder, hold such monies in trust for TfL so long as any sums are payable (contingently or otherwise) under this Deed.
(b) Until all the Warranty Obligations have been irrevocably satisfied in full, TfL may place and keep any money received or recovered from the Guarantor in relation to the Warranty Obligations in a suspense account.
Waiver of Guarantor’s rights. 8.1 Subject to clause 8.2, until the earlier of either the date on which TfL notifies the Guarantor that the Guaranteed Obligations have been discharged in full by the Service Provider in accordance with the Agreement or the date which is twenty-four
Waiver of Guarantor’s rights. Until all the Guaranteed Liabilities have been paid, discharged or satisfied in 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 Agent, it will not:
(a) exercise its rights of subrogation, reimbursement and indemnity against any other Obligor or any other person liable; or
(b) 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 Group or from any other person liable; or
(c) take any step or enforce any right against any other Obligor or any other person liable in respect of any Guaranteed Liabilities; or
(d) exercise any right of set-off or counterclaim against any other Obligor or any other person liable or claim or prove or vote as a creditor in competition with any of the Finance Parties in the liquidation, administration or other insolvency proceeding of any other Obligor or any other person liable or have the benefit of, or share in, any payment from
Waiver of Guarantor’s rights. Guarantor waives presentment, protest, notice, demand, or action on Seller's delinquency with regard to any Obligations, including any right to require Purchaser to sxx Seller or otherwise enforce payment.
Waiver of Guarantor’s rights. 5.1 The Guarantors shall, not at any time during the validity of this Deed, exercise (otherwise than in accordance with the Beneficiary's lawful and timely instructions):
(a) its rights of subrogation, contribution and indemnity;
(b) its right to take the benefit of, share in or enforce any security or other guarantee or indemnity for the Principal Debtor's obligations held by the Beneficiary; and
(c) its right to prove or claim in the bankruptcy, liquidation, administration or other insolvency proceedings of the Principal Debtor. Any amount recovered as a result of the exercise of such rights shall be paid to the Beneficiary as soon as reasonably practicable following demand.
Waiver of Guarantor’s rights. Until all the Guaranteed Liabilities have been paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or
