Obligations Not Waived To the fullest extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (a) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any other Guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement, any other Loan Document, any Guarantee or any other agreement, including with respect to any other Guarantor under this Agreement, or (c) the failure to perfect any security interest in, or the release of, any of the security held by or on behalf of the Administrative Agent or any Lender.
Obligations Not Affected The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Issuer;
(b) the extension of time for the payment by the Issuer of all or any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Notes as provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Issuer granting indulgence or extension of any kind;
(d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer;
(e) any invalidity of, or defect or deficiency in, the Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.
Obligations Hereunder Not Affected (a) All rights, interests, agreements and obligations of Senior Lender and Mezzanine Lender under this Agreement shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of the Senior Loan Documents or the Mezzanine Loan Documents or any other agreement or instrument relating thereto;
(ii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the Senior Loan or the Mezzanine Loan;
(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or the Mezzanine Loan, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or the Mezzanine Loan or any other assets of any Senior Debtor or Mezzanine Borrower or any other Affiliates of any Senior Debtor;
(iv) any change, restructuring or termination of the corporate structure or existence of any Senior Debtor or Mezzanine Borrower or any other Affiliates of any Senior Debtor; or
(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Senior Debtor, Mezzanine Borrower or a subordinated creditor or a senior creditor subject to the terms hereof.
(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan is rescinded or must otherwise be returned by Senior Lender upon the insolvency, bankruptcy or reorganization of any Senior Debtor or otherwise, or if at any time any payment of all or any portion of the Mezzanine Loan is rescinded or must otherwise be returned by Mezzanine Lender upon insolvency, bankruptcy or reorganization of Mezzanine Borrower or otherwise, all as though such payment had not been made.
Customer Obligations 5.1 Except to the extent that Sonardyne has agreed to provide specified consultancy Services regarding Product selection, the Customer shall be responsible for its own Product selection and for ensuring the suitability of the Products for the required purpose.
5.2 The Customer is responsible for obtaining all necessary consents, licences and permits relating to its use of the Products and/or Services.
5.3 The Customer shall accept delivery and shipment of the Products in accordance with the provisions of clause 6 below.
5.4 The Customer shall indemnify, defend, hold harmless and release Sonardyne at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by Sonardyne as a result of: Sonardyne following any designs, specifications, instructions or other reliance on Customer Material; any claim that the Customer Materials, or any part of them infringe any rights of any third parties, including any Intellectual Property Rights; the Customer having failed to install, commission or use the Products using suitably experienced and trained personnel or in accordance with instructions and licences supplied by Sonardyne and/or the manufacturer of the Products.
5.5 The Customer shall inspect the Products upon receipt and notify any defect in them to Sonardyne in writing within 48 hours of Shipment. If no such notification is received it shall be conclusively presumed that they are complete and in good order, and condition and fit for the purpose for which they are required and in every way satisfactory to the Customer.
5.6 The Customer shall allow Sonardyne or its duly authorised representative, upon reasonable notice given at any time, access to inspect the Products. The Customer shall keep an accurate list of the details of all Products including their location and shall provide an up to date copy to Sonardyne upon request.
5.7 The Customer shall use and maintain the Products in a skilful and proper manner and in accordance with any operating instructions issued for them, and to ensure that the Products are operated and used by properly skilled and trained personnel.
5.8 The Customer shall clean and keep the Products at its own expense at all times in good condition (fair wear and tear excepted) making available to Sonardyne full records thereof.
5.9 The Customer shall make no alteration to the Products and not remove any existing components or identification markings from the Products, unless it is removed in the ordinary course of repair and maintenance (including the removal and replacement of batteries and other consumables, which shall be the responsibility of the Customer) in which case as soon as practicable, a replacement shall be fitted.
5.10 The Customer shall be responsible for the safe usage of the Products and shall comply with all statutory and other obligations of all kinds in relation to the Products and the use of them and at its own expense add to or install with the Products any safety or other equipment required by any applicable law or regulation to be so added or installed for the safe use of the Products.
5.11 The Customer shall protect the Products against distress, execution or seizure.
5.12 The Customer shall operate the Products in accordance with applicable export licencing and permit regulations and shall immediately notify Sonardyne of any breach of the same.
5.13 The Customer shall be liable for any loss, theft, damage or destruction of or to the Products, howsoever caused, (inclusive of whilst in transit), fair wear and tear excepted.
5.14 The Customer shall be liable for the provision of insurances against all liability to third persons for death, personal injury and damage to, or loss of property arising directly or indirectly, out of the use, possession, or operation of the Products for such amount as is prudent in all the circumstances.
5.15 The Customer shall not sell or offer for sale, assign, mortgage or pledge, any of the Products or allow the creation of any charge, encumbrance, lien, or other interest to arise over them.
5.16 The Customer shall be responsible for all losses and liabilities (including legal expenses on a full indemnity basis) arising from the Customer's breach of this Agreement, or from the possession or use by the Customer of the Products or their repossession.
5.17 The Customer shall on or before the expiration or termination of the Hire Term return the Products to Sonardyne at the Customer’s cost, to such address as Sonardyne shall reasonably require (or otherwise to Sonardyne’s head office). In the event of failure to so do, the Customer shall allow Sonardyne and its representatives (and shall ensure that any third parties also allow) access to any premises where the Products are located for the purpose of performing such return at the cost and expense of the Customer. The Customer shall accurately notify Sonardyne in writing of the location/s of the Products upon request.
5.18 The Customer shall continue to pay the Charges for the hire of the Products until returned to Sonardyne.
5.19 In the event that the Products are lost during the Hire Term the Customer shall pay to Sonardyne on demand the full replacement price of any lost item unless otherwise agreed between the parties.
Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Contractor shall be subject to the rights and obligations set forth in §15.A.i.a.