Common use of Waiver of Guarantor’s rights Clause in Contracts

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. 8.1 Subject to clause 3 (Beneficiary Protections) above, until the date on which TTL notifies the Guarantor that Until all the Guaranteed Obligations Liabilities have been paid, discharged or satisfied in full by the Service Provider (and notwithstanding payment of a dividend in accordance with the Agreement, the any liquidation or under any compromise or arrangement) each Guarantor agrees that that, without the prior written consent of the Facility Agent, it will not: (A) 17.9.1 exercise any its rights of subrogation, contribution or reimbursement and indemnity against any member of the Service Provider;Ultimate Parent Group or any other person liable under the Finance Documents; or (B) take the benefit of share in 17.9.2 demand or enforce accept any security or guarantee to be executed in respect of any of its obligations under this Guarantee or indemnity for any other Indebtedness now or hereafter due to any Guarantor from any member of the Service Provider’s obligations against Ultimate Parent Group or from any other person liable under the Service ProviderFinance Documents; or (C) 17.9.3 take any step to or enforce any right against any member of the Service Provider Ultimate Parent Group or any other person liable in respect of any of the Service Provider’s obligations;Guaranteed Liabilities; or (D) 17.9.4 exercise any right of set-off or counterclaim against any member of the Service Provider Ultimate Parent Group or any other person liable under the Finance Documents or claim or prove or vote a creditor in competition with the Finance Parties or any of them in the liquidation, administration or other insolvency proceeding of any member of the Ultimate Parent Group or any other person liable under the Finance Documents or have the benefit of, or share in, any payment from or composition with, with any member of the Service Provider Ultimate Parent Group or any security other person liable under the Finance Documents or right any other Collateral Instrument now or hereafter held by TTL; (E) claim payment the Arranger, the Agents, the Security Trustee or any of the Lenders for any Guaranteed Liabilities or for the obligations or liabilities of any other moneys person liable under the Finance Documents but so that, if so directed by the Facility Agent, it will prove for the time being due, owing, payable or incurred to the Guarantor from or by the Service Provider whole or any other surety on any account whatsoever, or exercise any other right, part of its claim or remedy in the liquidation of any kind which member of the Guarantor has Ultimate Parent Group on terms that the benefit of such proof and of all money received by it 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 thereof 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 held on trust for TTL the Finance Parties and applied in or towards discharge of the Guaranteed Liabilities in such manner as the Facility Agent shall pay over to TTL forthwith any monies it receives as a result of any realisation of such securitydeem appropriate.

Waiver of Guarantor’s rights. 8.1 Subject to clause 3 (Beneficiary Protectionsa) above, until the date on which TTL notifies the Guarantor that Until all the Guaranteed Obligations Liabilities have been paid, discharged or satisfied in full by the Service Provider (and notwithstanding payment of a dividend in accordance with the Agreement, any liquidation or under any compromise or arrangement) the Guarantor agrees that that, without the prior written consent of the Lender, it will not: (Ai) exercise any its rights of subrogation, contribution or reimbursement and indemnity against the Service ProviderBorrowers (or any of them) or any other person liable; (Bii) take demand or accept repayment in whole or in part of any indebtedness now or hereafter due to the benefit Guarantor from the Borrowers (or any of share them) or from any other person liable or demand or accept any Collateral Instrument in respect of the same or enforce any security or guarantee or indemnity for dispose of the Service Provider’s obligations against the Service Providersame; (Ciii) take any step to enforce any right against the Service Provider Borrowers (or any of them) or any other person liable in respect of any of the Service Provider’s obligations;Guaranteed Liabilities; or (Div) exercise claim any right of set-off or counterclaim against the Service Provider Borrowers (or any of them) or any other person liable or claim or prove in competition with the Lender in the liquidation of the Borrowers (or any of them) or any other person liable or have the benefit of, or share in, any payment from or composition with, the Service Provider Borrowers (or any security of them) or right any other person liable or any other Collateral Instrument now or hereafter held by TTLthe Lender and/or the Lenders for any Guaranteed Liabilities or for the obligations or liabilities of any other person liable but so that, if so directed by the Lender and/or the Lenders, it will prove for the whole or any part of its claim in the liquidation of the Borrowers (or any of them) 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 Lender and applied in or towards discharge of the Guaranteed Liabilities in such manner as the Lender shall deem appropriate. The Guarantor shall not have, as regards this Guarantee, any of the rights and defences of a surety. (b) Without prejudice to the generality of any waivers included in the preceding Clauses the Guarantor hereby specifically waives without reservation, absolutely and unconditionally: (i) the benefit of discussion and any other rights, benefits or privileges granted to the Guarantor by any applicable law; (Eii) claim any right to object to any payment of any other moneys for the time being due, owing, payable or incurred to the Lender resulting from any counter claim which the Guarantor from or by might have against the Service Provider or any other surety on any account whatsoever, or exercise Lender; and (iii) any other right, claim benefit or remedy of any kind privilege which the Guarantor has in respect thereof; (F) sell, negotiate, endorse, assign, charge or otherwise deal with any liability or obligation under the law and it subject 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 TTLwaiver. 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.