Common use of ACKNOWLEDGEMENT AND DECLARATION Clause in Contracts

ACKNOWLEDGEMENT AND DECLARATION. The Guarantor agrees, acknowledges and declares that subject to Clause 5 (Continuing Security): (a) if any payment received by Sogelease in respect of monies owing or due and payable by North Sea shall on the subsequent insolvency or liquidation of the North Sea be avoided under any laws relating to insolvency or liquidation, such payment shall not be considered as discharging or diminishing the liability of the Guarantor under this Guarantee and Indemnity and this Guarantee and Indemnity shall continue to apply as if such payment had at all times remained owing by North Sea; (b) this Guarantee and Indemnity shall remain the property of Sogelease and notwithstanding that all monies and liabilities due or incurred by North Sea to Sogelease which are guaranteed hereunder shall have been paid or discharged, Sogelease shall be entitled not to discharge this Guarantee and Indemnity or any security held by Sogelease for the obligations of the Guarantor hereunder until Sogelease has received, at the Guarantor's expense, such legal opinions as Sogelease shall reasonably require in terms satisfactory to Sogelease relating to those aspects of the laws of any relevant jurisdictions concerning the ability to set aside any such payment or discharge and in the event of bankruptcy, winding-up or any similar proceedings being commenced in respect of North Sea Sogelease shall be at liberty not to discharge this Guarantee and Indemnity or any security held by Sogelease for the obligations of the Guarantor hereunder for and during such further period as Sogelease may reasonably determine; (c) if the Guarantor has not paid to Sogelease the full amount of all sums then due under this Guarantee and Indemnity, Sogelease shall be entitled, for the purpose of enabling Sogelease to ▇▇▇ North Sea and/or any other guarantor of the liabilities which are guaranteed by this Guarantee and Indemnity or for proving in its or their liquidation or in any similar proceedings for any monies due and unpaid by North Sea to Sogelease, at any time place and keep for such time as it may think fit any monies received hereunder, or under any, of such other guarantees or from any other person, to the credit of an interest bearing securities realised account or accounts (the rate of interest being earned on such monies in such account or accounts being the rate of interest extended at that time to the other customers of Sogelease of similar creditworthiness at that time as the Guarantor) without any obligation on the part of Sogelease to apply the same or any part thereof in or towards the discharge of the indebtedness and liabilities of North Sea to Sogelease; and (d) it has received executed copies of, and is aware of the terms of, the Guaranteed Agreements.

ACKNOWLEDGEMENT AND DECLARATION. 12.1 The Guarantor agrees, acknowledges and declares that subject to Clause 5 (Continuing Security):that: (a) 12.1.1 if any payment received by Sogelease the Lessor in respect of monies owing or due and payable by North Sea the Lessee and/or any other Primary Obligor shall on the subsequent insolvency or liquidation of the North Sea Lessee and/or any other Primary Obligor be avoided under any laws relating to insolvency or liquidation, such payment shall not be considered as discharging or diminishing the liability of the Guarantor under this Guarantee and Indemnity and this Guarantee and Indemnity shall continue to apply as if such payment had at all times remained owing by North Seathe Lessee and/or any other Primary Obligor; (b) 12.1.2 this Guarantee and Indemnity shall remain the property of Sogelease the Lessor and notwithstanding that all monies and liabilities due or incurred by North Sea the Lessee and/or any other Primary Obligor to Sogelease the Lessor which are guaranteed hereunder shall have been fully paid or discharged, Sogelease and discharged the Lessor shall be entitled not to discharge this Guarantee and Indemnity or any security held by Sogelease the Lessor for the obligations of the Guarantor hereunder until Sogelease has received, at the Guarantor's expense, such Guarantor shall have procured that the Lessor receives legal opinions as Sogelease shall in form and content reasonably require in terms satisfactory to Sogelease relating the Lessor in relation to those aspects the risk to the Lessor of payments received by the Lessor being avoided, set aside or being required to be repaid in the event of bankruptcy, winding-up or any similar proceedings being commenced in respect of the laws of Lessee and/or any relevant jurisdictions concerning the ability to set aside any such payment or discharge other Primary Obligor and in the event of bankruptcy, winding-up or any similar proceedings being commenced in respect of North Sea Sogelease the Lessee and/or any other Primary Obligor the Lessor shall be at liberty not to discharge this Guarantee and Indemnity or any security held by Sogelease the Lessor for the obligations of the Guarantor hereunder for and during such further period as Sogelease the Lessor may reasonably determine; (c) 12.1.3 if the Guarantor has not paid to Sogelease the Lessor the full amount of all sums then due under this Guarantee and Indemnity, Sogelease Indemnity the Lessor shall be entitled, for the purpose of enabling Sogelease the Lessor to ▇sue the Lessee, any other Primary Oblig▇▇ North Sea and/or any other guarantor of the liabilities which are guaranteed by this Guarantee and Indemnity or for proving in its or their liquidation or in any similar proceedings for any monies due and unpaid by North Sea the Lessee and/or any other Primary Obligor to Sogeleasethe Lessor, at any time place and keep for such time as it may think fit any monies received hereunder, or under any, any of such other guarantees or from any other person, to the credit of an interest bearing securities realised account or accounts (the rate of interest being earned on such monies in such account or accounts being the rate of interest extended at that time to the other customers of Sogelease of similar creditworthiness at that time as the Guarantor) without any obligation on the part of Sogelease the Lessor to apply the same or any part thereof in or towards the discharge of the indebtedness and liabilities of North Sea the Lessee and/or any other Primary Obligor to Sogeleasethe Lessor; and (d) it has received executed copies of, and is aware of the terms of, the Guaranteed Agreements12.

ACKNOWLEDGEMENT AND DECLARATION. 12.1 The Guarantor agrees, acknowledges and declares that subject to Clause 5 (Continuing Security):that: (a) 12.1.1 if any payment received by Sogelease the Lessor in respect of monies owing or due and payable by North Sea the Lessee, the Lessor's Agent or GMCRL shall on the subsequent insolvency or liquidation of the North Sea Lessee, the Lessor's Agent or, as the case may be, GMCRL be avoided under any laws relating to insolvency or liquidation, such payment shall not be considered as discharging or diminishing the liability of the Guarantor under this Guarantee and Indemnity and this Guarantee and Indemnity shall continue to apply as if such payment had at all times remained owing by North Seathe Lessee, the Lessor's Agent or, as the case may be, GMCRL; (b) 12.1.2 this Guarantee and Indemnity shall remain the property of Sogelease the Lessor and notwithstanding that all monies and liabilities due or incurred by North Sea the Lessee, the Lessor's Agent and GMCRL to Sogelease the Lessor which are guaranteed hereunder shall have been paid or discharged, Sogelease discharged the Lessor shall be entitled not to discharge this Guarantee and Indemnity or any security held by Sogelease the Lessor for the obligations of the Guarantor hereunder until Sogelease the Lessor has received, at the Guarantor's expense, such legal opinions as Sogelease the Lessor shall reasonably require in terms satisfactory to Sogelease the Lessor relating to those aspects of the laws of any relevant jurisdictions concerning the ability to set aside any such payment or discharge and in the event of bankruptcy, winding-up or any similar proceedings being commenced in respect of North Sea Sogelease the Lessee, the Lessor's Agent or, as the case may be, GMCRL the Lessor shall be at liberty not to discharge this Guarantee and Indemnity or any security held by Sogelease the Lessor for the obligations of the Guarantor hereunder for and during such further period as Sogelease the Lessor may reasonably determine; (c) 12.1.3 if the Guarantor has not paid to Sogelease the Lessor the full amount of all sums then due under this Guarantee and Indemnity, Sogelease Indemnity the Lessor shall be entitled, for the purpose of enabling Sogelease the Lessor to ▇▇▇ North Sea sue the Lessee, the Lessor's Agent or, as the case may be, GMCRL and/or any other guarantor of the liabilities which are guaranteed by this Guarantee and Indemnity or for proving in its or their liquidation or in any similar proceedings for any monies due and unpaid by North Sea the Lessee, the Lessor's Agent or, as the case may be, GMCRL to Sogeleasethe Lessor, at any time place and keep for such time as it may think fit any monies received hereunder, or under any, any of such other guarantees or from any other person, to the credit of an interest bearing securities realised account or accounts (the rate of interest being earned on such monies in such account or accounts being the rate of interest extended at that time to the other customers of Sogelease the Lessor of similar creditworthiness at that time as the Guarantor) without any obligation on the part of Sogelease the Lessor to apply the same or any part thereof in or towards the discharge of the indebtedness and liabilities of North Sea the Lessee, the Lessor's Agent or, as the case may be, GMCRL to Sogeleasethe Lessor; and12. (d) 1.4 it has received executed copies of, and is aware of the terms of, the Guaranteed Agreements.; and 12