Common use of Operation and Maintenance Clause in Contracts

Operation and Maintenance. NAI must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If NAI does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAI, or to BNPPLC and forwarded by it to NAI, then for purposes of the preceding sentence, NAI will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, NAI will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will not be deemed in default hereunder because of the violation of such Applicable Law, if NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Property; provided, however, in any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPPLC or the Property because of such violation must be paid by NAI, all prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken or overtly threatened by any Governmental Authority against BNPPLC or any property owned by BNPPLC (including the Property) because of such violation, or (iii) a Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Operation and Maintenance. NAI LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If NAI LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAILRC, or to BNPPLC and forwarded by it to NAILRC, then for purposes of the preceding sentence, NAI LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI LRC will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, NAI LRC will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI LRC will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI LRC receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI LRC must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will not be deemed in default hereunder because of the violation of such Applicable Law, if NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Property; provided, however, in any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPPLC or the Property because of such violation must be paid by NAI, all prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken or overtly threatened by any Governmental Authority against BNPPLC or any property owned by BNPPLC (including the Property) because of such violation, or (iii) a Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Operation and Maintenance. Throughout the period prior to any Termination of NAI’s Work, NAI must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If NAI does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAI, or to BNPPLC and forwarded by it to NAI, then for purposes of the preceding sentence, NAI will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI will must not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect thereto. Without limiting the generality of the foregoing, NAI must not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work; and NAI must not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (1) storm water runoff, (2) fume hood emissions, (3) waste water discharges through a publicly owned treatment works, (4) discharges that are a necessary part of any Remedial Work, and (5) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in strict compliance with Environmental Laws. To the extent that any of the following would, individually or in the aggregate, increase the likelihood of a 97-10/Meltdown Event or materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this LeaseAgreement, NAI will must not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI will must not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI receives a notice or claim from any Governmental Authority federal, state or other governmental authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will not be deemed in default hereunder because of the violation of such Applicable Law, if NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Property; provided, however, in any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPPLC or the Property because of such violation must be paid by NAI, all prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken or overtly threatened by any Governmental Authority against BNPPLC or any property owned by BNPPLC (including the Property) because of such violation, or (iii) a Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Operation and Maintenance. NAI ChoicePoint must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If NAI ChoicePoint does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAIChoicePoint, or to BNPPLC and forwarded by it to NAIChoicePoint, then for purposes of the preceding sentence, NAI ChoicePoint will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI ChoicePoint will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, NAI ChoicePoint will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI ChoicePoint will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the PropertyProperty (except as may be required in connection with any Remedial Work), and NAI ChoicePoint will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI ChoicePoint receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI ChoicePoint must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI ChoicePoint may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI ChoicePoint will not be deemed in default hereunder because of the violation of such Applicable Law, if NAI ChoicePoint diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI ChoicePoint promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Property; provided, however, in any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI ChoicePoint and any claims asserted against BNPPLC or the Property because of such violation must be paid by NAIChoicePoint, all prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC any Interested Party or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken or overtly threatened by any Governmental Authority against BNPPLC or any property owned by BNPPLC (including the Property) because of such violation, or (iii) a Designated Sale Date upon which, for any reason, NAI ChoicePoint or an Affiliate of NAI ChoicePoint or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI ChoicePoint pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Operation and Maintenance. NAI must So long as the Operating Agreement is in effect, the Lessee will at its own expense maintain and operate the Production System in accordance with the applicable provisions of the Operating Agreement. At all other times, the Lessee shall, at its own expense, for the Lease Term, operate and maintain (or cause the Property operator thereof to operate and maintain) the Production System in accordance with the Lessee's established maintenance, rebuild and repair programs (and without discriminating against the Production System based on the leased, rather than owned, status of the Undivided Interest or otherwise, including, without limitation, any discrimination with respect to the installation of Modifications required by Governmental Rules that may be phased in over a period of time that commences prior to and extends beyond the end of the Lease Term) so as to keep the Undivided Interest (a) in good working order and workmanlike manner condition, ordinary wear and tear excepted, (b) in compliance with Applicable Laws in all material respects with all applicable Governmental Rules and pay or cause Governmental Actions and the requirements of any insurance policy required to be paid all fees or charges of any kind due in connection therewith. (If NAI does not promptly correct any failure of the Property maintained pursuant to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAISection 13 hereof, or to BNPPLC and forwarded by it to NAI, then for purposes of the preceding sentence, NAI will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, NAI will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will not be deemed in default hereunder because of the violation of such Applicable Law, if NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Propertyinsurance policy expressly requires certain maintenance activities; provided, however, in that the Lessee shall not be obligated to comply with any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPPLC Governmental Rule or the Property because of such violation must be paid by NAI, all prior to the earliest of Governmental Action (i) the date that any criminal prosecution whose application or validity is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violationbeing contested diligently and in good faith by appropriate proceedings, (ii) compliance with which shall have been excused or exempted by a nonconforming use permit, waiver, extension or forbearance exempting it from such Governmental Rule or Governmental Action but only to the extent that the Lessee's noncompliance is in accordance therewith and the Lessee shall nevertheless be required to comply with such Governmental Rule or Governmental Action if such nonconforming use permit, waiver, extension or forbearance would not be effective to exempt the Lessor or its designee from compliance with such Governmental Rule or Governmental Action upon the return of the Undivided Interest in accordance with Section 8, (iii) if good faith efforts and appropriate steps are being taken to comply (in which case such compliance shall be effected prior to the date that any action the Undivided Interest is taken or overtly threatened by any Governmental Authority against BNPPLC or any property owned by BNPPLC (including to be returned to the Property) because of such violationLessor hereunder), or (iiiiv) a Designated Sale Date upon which, for any reason, NAI or an Affiliate if failure of NAI or any Applicable Purchaser does not purchase BNPPLC’s interest compliance (individually and in the Property pursuant aggregate with all other instances of continuing noncompliance by the Lessee) would result in no material adverse consequences to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI pursuant to the Purchase AgreementLessee, so long as, in the case of a purchase by an Applicable Purchasereach of clauses (i) equal through (iv) of this proviso, neither such failure of compliance nor such contest shall result in any material risk or danger of (1) the sale, forfeiture or loss of any material part of or interest in the Production System or the Undivided Interest, the Trust Estate or the Indenture Estate or title thereto or interest therein, (2) any interference with the payment of Rent when due, or (3) the imposition of any criminal liability on the part of, or any other material adverse effect on, the Lessor, the Owner Participant, the Trust Estate, the Indenture Estate or the Undivided Interest, (c) with respect to the Break Even PricePlatform, in compliance with recognized maintenance standards for other comparable platforms in the Gulf of Mexico, (d) with respect to the Platform, in compliance with the American Petroleum Institute guidelines for inspection and repair of platforms and (e) with respect to the Platform, in compliance with the existing classification for the Platform issued by the Classification Society.

Operation and Maintenance. NAI Throughout the period prior to any Construction Agreement (Livermore/Parcel 6) — Page 20 Termination of LRC’s Work, LRC must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws and Existing Space Leases in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If NAI LRC does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAILRC, or to BNPPLC and forwarded by it to NAILRC, then for purposes of the preceding sentence, NAI LRC will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI will LRC must not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect thereto. Without limiting the generality of the foregoing, LRC must not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work; and LRC must not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (1) storm water runoff, (2) fume hood emissions, (3) waste water discharges through a publicly owned treatment works, (4) discharges that are a necessary part of any Remedial Work, and (5) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in compliance with Environmental Laws. To the extent that any of the following would, individually or in the aggregate, increase the likelihood of a 97-10/Meltdown Event or materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this LeaseAgreement, NAI will LRC must not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI LRC will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI will LRC must not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI LRC receives a notice or claim from any federal, state or other Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI LRC must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will not be deemed in default hereunder because of the violation of such Applicable Law, if NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Property; provided, however, in any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPPLC or the Property because of such violation must be paid by NAI, all prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken or overtly threatened by any Governmental Authority against BNPPLC or any property owned by BNPPLC (including the Property) because of such violation, or (iii) a Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Operation and Maintenance. NAI must So long as the Operating Agreement is in effect, the Lessee will at its own expense maintain and operate the Production System in accordance with the applicable provisions of the Operating Agreement. At all other times, the Lessee shall, at its own expense, for the Lease Term, operate and maintain (or cause the Property operator thereof to operate and maintain) the Production System in accordance with the Lessee's established maintenance, rebuild and repair programs (and without discriminating against the Production System based on the leased, rather than owned, status of the Undivided Interest or otherwise, including, without limitation, any discrimination with respect to the installation of Modifications required by Governmental Rules that may be phased in over a period of time that commences prior to and extends beyond the end of the Lease Term) so as to keep the Undivided Interest (a) in good working order and workmanlike manner condition, ordinary wear and tear excepted, (b) in compliance with Applicable Laws in all material respects with all applicable Governmental Rules and pay or cause Governmental Actions and the requirements of any insurance policy required to be paid all fees or charges of any kind due in connection therewith. (If NAI does not promptly correct any failure of the Property maintained pursuant to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAISection 13 hereof, or to BNPPLC and forwarded by it to NAI, then for purposes of the preceding sentence, NAI will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, NAI will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will not be deemed in default hereunder because of the violation of such Applicable Law, if NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Propertyinsurance policy expressly requires certain maintenance activities; provided, however, in that the Lessee shall not be obligated to comply with any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPPLC Governmental Rule or the Property because of such violation must be paid by NAI, all prior to the earliest of Governmental Action (i) the date that any criminal prosecution whose application or validity is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violationbeing contested diligently and in good faith by appropriate proceedings, (ii) compliance with which shall have been excused or exempted by a nonconforming use permit, waiver, extension or forbearance exempting it from such Governmental Rule or Governmental Action but only to the extent that the Lessee's noncompliance is in accordance therewith and the Lessee shall nevertheless be required to comply with such Governmental Rule or Governmental Action if such nonconforming use permit, waiver, extension or forbearance would not be effective to exempt the Lessor or its designee from compliance with such governmental Rule or Governmental Action upon the return of the Undivided Interest in accordance with Section 8, (iii) if good faith efforts and appropriate steps are being taken to comply (in which case such compliance shall be effected prior to the date that any action the Undivided Interest is taken or overtly threatened by any Governmental Authority against BNPPLC or any property owned by BNPPLC (including to be returned to the Property) because of such violationLessor hereunder), or (iiiiv) a Designated Sale Date upon which, for any reason, NAI or an Affiliate if failure of NAI or any Applicable Purchaser does not purchase BNPPLC’s interest compliance (individually and in the Property pursuant aggregate with all other instances of coninuing noncompliance b the Lessee) would result in no material adverse consequences to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI pursuant to the Purchase AgreementLessee, so long as, in the case of a purchase by an Applicable Purchasereach of clauses (i) equal through (iv) of this proviso, neither such failure of compliance nor such contest shall result in any material risk or danger of (1) the sale, forfeiture or loss of any material part of or interest in the Production System or the Undivided Interest, the Trust Estate or the Indenture Estate or title thereto or interest therein, (2) any interference with the payment of Rent when due, or (3) the imposition of any criminal liability on the part of, or any other material adverse effect on, the Lessor, the Owner Participant, the Trust Estate, the Indenture Estate or the Undivided Interest, (c) with respect to the Break Even PricePlatform, in compliance with recognized maintenance standards for other comparable platforms in the Gulf of Mexico, (d) with respect to the Platform, in compliance with the American Petroleum Institute guidelines for inspection and repair of platforms and (e) with respect to the Platform, in compliance with the existing classification for the Platform issued by the Classification Society.

Operation and Maintenance. NAI must During the Term, Specialty Laboratories shall operate and maintain the Property in a good and workmanlike manner and substantially in compliance with all Applicable Laws in all material respects and will pay or cause to be paid all fees or charges of any kind due in connection therewith. (If NAI Specialty Laboratories does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint notice given to Specialty Laboratories or demand for corrective action given BNPPLC by any Governmental Authority to NAI, or to BNPPLC and forwarded by it to NAIgovernmental authority, then for purposes of the preceding sentence, NAI will Specialty Laboratories shall be considered not to have maintained the Property “"substantially in compliance accordance with all Applicable Laws in all material respects” Laws" whether or not the noncompliance would be material substantial in the absence of the complaint or demandnotice.) NAI will During the Term, Specialty Laboratories shall not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect thereto. During the Term, to the Property. To the extent that any of the following would, individually or in the aggregate, increase the likelihood of a 97-10/Event or materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, NAI will Specialty Laboratories shall not, without BNPPLC’s 's prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI will If during the Term (A) a change in the zoning or other Applicable Laws affecting the permitted use or development of the Property shall occur after the Completion Date that (in BNPPLC's good faith judgment) materially reduces the value of the Property, or (B) conditions or circumstances on or about the Property are discovered after the Completion Date (such as the presence of an endangered species) which substantially impede development and thereby (in BNPPLC's good faith judgment) materially reduce the value of the Property, then Specialty Laboratories shall upon demand pay BNPPLC an amount equal to such reduction (as determined by BNPPLC in good faith) for application as a Qualified Prepayment. Specialty Laboratories shall not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI will Specialty Laboratories shall not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI Specialty Laboratories receives a notice or claim from any Governmental Authority federal, state or other governmental authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI must Specialty Laboratories shall promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI Specialty Laboratories may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will Specialty Laboratories shall not be deemed in default hereunder because of the violation of such Applicable Law, if NAI Specialty Laboratories diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI Specialty Laboratories promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Property; provided, however, in any event such contest must shall be concluded and the violation of such Applicable Law must be corrected by NAI Specialty Laboratories and any claims asserted against BNPPLC or the Property because of such violation must be paid by NAISpecialty Laboratories, all prior to the earliest earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken or overtly threatened by any Governmental Authority governmental authority against BNPPLC or any property owned by BNPPLC (including the Property) because of such violation, or (iii) a Designated Sale Date upon which, for any reason, NAI Specialty Laboratories or an Affiliate of NAI Specialty Laboratories or any Applicable Purchaser does shall not purchase BNPPLC’s 's interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI Specialty Laboratories pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Operation and Maintenance. NAI must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If NAI does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAI, or to BNPPLC and forwarded by it to NAI, then for purposes of the preceding sentence, NAI will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, increase the likelihood of a 97-10/Event or materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, NAI will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will not be deemed in default hereunder because of the violation of such Applicable Law, if NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Property; provided, however, in any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPPLC or the Property because of such violation must be paid by NAI, all prior to the earliest earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken or overtly threatened by any Governmental Authority against BNPPLC or any property owned by BNPPLC (including the Property) because of such violation, or (iii) a Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Operation and Maintenance. NAI must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If NAI does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAI, or to BNPPLC and forwarded by it to NAI, then for purposes of the preceding sentence, NAI will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, increase the likelihood of a 97-10/Event or materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, NAI will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI will not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI receives a notice or claim from any Governmental Authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will not be deemed in default hereunder because of the violation of such Applicable Law, if NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Property; provided, however, in any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPPLC or the Property because of such violation must be paid by NAI, all prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken or overtly threatened by any Governmental Authority against BNPPLC or any property owned by BNPPLC (including the Property) because of such violation, or (iii) a Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Operation and Maintenance. Throughout the period prior to any Termination of NAI’s Work, NAI must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If NAI does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAI, or to BNPPLC and forwarded by it to NAI, then for purposes of the preceding sentence, NAI will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI will must not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Laws Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect thereto. Without limiting the generality of the foregoing, NAI must not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work; and NAI must not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (1) storm water runoff, (2) fume hood emissions, (3) waste water discharges through a publicly owned treatment works, (4) discharges that are a necessary part of any Remedial Work, and (5) other similar discharges consistent with the definition herein of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in strict compliance with Environmental Laws. To the extent that any of the following would, individually or in the aggregate, increase the likelihood of a 97-10/Event or materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this LeaseAgreement, NAI will must not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI will must not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI receives a notice or claim from any Governmental Authority federal, state or other governmental authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will not be deemed in default hereunder because of the violation of such Applicable Law, if NAI diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and if NAI promptly causes the Property to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable to the Property; provided, however, in any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPPLC or the Property because of such violation must be paid by NAI, all prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken or overtly threatened by any Governmental Authority against BNPPLC or any property owned by BNPPLC (including the Property) because of such violation, or (iii) a Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI pursuant to the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

Operation and Maintenance. NAI must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind due in connection therewith. (If NAI does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAI, or to BNPPLC and forwarded by it to NAI, then for purposes of the preceding sentence, NAI will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.a) NAI The Charterer will not use or occupy, or allow and will procure that the use or occupancy of, the Property in any manner which violates any Applicable Laws or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect to the Property. To the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Lease, NAI will not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI Manager will not cause or permit any drilling the Vessel to: (i) trade to St ▇▇▇▇▇▇▇▇ River/Great Lakes areas and/or countries banned or exploration forboycotted by the United Nations or countries subject to Sanctions, other than in accordance with relevant exemptions to such Sanctions, or extraction, removal to be operated in any way inconsistent with Sanctions or production the provisions or warranties of, minerals from or implied in, or outside the surface cover provided by, any Insurance (including but not limited to the Institute Warranty Limits) or subsurface to be engaged in any voyage or to carry or store any cargo or goods not permitted by any Insurances without first covering the Vessel and her freights for an amount approved by the Representative Owner and the Security Agent (acting on the instructions of the PropertyMajority Lenders) in Dollars or another approved currency with the Insurers; or (ii) be employed in any manner which will or may give rise to any reasonable degree of likelihood that the Vessel would be liable to requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize. (b) With respect to the Vessel, the Charterer undertakes with the Owners that until it has acquired title to the Vessel pursuant to Clause 22 (Transfer of Title to Vessel) or complied with all its obligations under Clause 17 (Redelivery) it will and NAI will not do anything procure that could reasonably be expected the Manager will: (i) comply with all applicable Environmental Laws including, without limitation, requirements relating to significantly reduce the market value establishment of financial responsibility (and shall require that all Environmental Representatives of the Property. If NAI receives a notice Charterer and the Manager comply with all applicable Environmental Laws and obtain, maintain and comply with all required Environmental Approvals, which Environmental Laws and Environmental Approvals relate to the Vessel or claim her operation or her carriage of cargo) applicable to the Vessel from any Governmental Authority that the Property is not in time to time and implement procedures to monitor compliance with and prevent liability under any existing Environmental Laws; (ii) promptly upon the occurrence of any of the following events, provide to the Representative Owner and the Security Agent a certificate of an officer of the Charterer or of the Charterer’s agents specifying in detail the nature of the event concerned: (A) the receipt by the Charterer or the Manager or any Environmental Representative (where the Charterer has knowledge of the receipt) of any Environmental Claim or any faults or circumstances which are reasonably likely to result in an Environmental Claim being commenced against the Charterer or the Manager; and (B) any Release of Hazardous Materials, applicable to the Vessel from time to time; (iii) comply with all Applicable Laws applicable, in each case, to the Vessel, the Charterer or any permitted Sub-charterers applicable to the Vessel from time to time; (iv) not to employ the Vessel or permit its employment in any manner, trade or business which is forbidden by any Applicable Law, or that is otherwise unlawful or illicit under any action relevant jurisdiction, or in carrying illicit or prohibited goods, or in any manner whatsoever which may be taken against BNPPLC because render it liable to condemnation as a prize or to destruction, seizure, confiscation, penalty or sanctions and, in the Property does not comply with event of hostilities in any Applicable Law, NAI must promptly furnish a copy of such notice or claim to BNPPLC. Notwithstanding the foregoing, NAI may in good faith, by appropriate proceedings, contest the validity and applicability of any Applicable Law with respect to the Property, and pending such contest NAI will not be deemed in default hereunder because part of the violation of such Applicable Lawworld (whether war be declared or not), if NAI diligently prosecutes such contest not to completion employ the Vessel or permit her employment in a manner reasonably satisfactory carrying contraband goods, or to BNPPLC, and if NAI promptly causes the Property enter or trade to comply with any such Applicable Law upon a final determination by a court of competent jurisdiction that the same is valid and applicable or continue to the Property; provided, however, trade in any event such contest must be concluded and the violation of such Applicable Law must be corrected by NAI and any claims asserted against BNPPLC zone which is a war-like zone or the Property because of such violation must be paid by NAI, all prior to the earliest of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or any of its directors, officers or employees because of such violation, (ii) the date that any action is taken or overtly threatened declared a war zone by any Governmental Authority against BNPPLC Government Entity or by the Vessel’s war risk insurers or otherwise ports prohibited by any property owned by BNPPLC (including the Property) because of such violation, countries or (iii) a Designated Sale Date upon which, for any reason, NAI or an Affiliate of NAI or any Applicable Purchaser does not purchase BNPPLC’s interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any Supplemental Payment paid by NAI pursuant to the Purchase Agreement, flag states unless in the case of a purchase the breach of Institute Warranty Limits, appropriate insurance cover or other special insurance cover as the Security Agent may require shall first have been effected by an Applicable Purchaser) equal the Charterer at its own expense and to be delivered to the Break Even Price.Security Agent; (v) ensure that the Vessel is operated properly at all times in accordance with its design requirements and subject to any limitations placed on 75 such operation by that design, by the builder or repairer of the Vessel; (vi) promptly pay all tolls, dues and other outgoings whatsoever in respect of the Vessel and the Insurances and keep proper books of account in respect of the Vessel; (vii) take such steps as are reasonably practicable to ensure that the Vessel and all constituent parts thereof will be safe and without risk to health when properly used and will (without prejudice to the generality of the foregoing): (A) take such steps as are reasonably practicable to ensure that any defects in the Vessel and all constituent parts thereof which could be or cause a danger to safety and/or a risk to health shall be made good; (B) take such action as is reasonably practicable to see that appropriate safety measures are adopted; and (C) not use or permit the Vessel or any constituent parts thereof to be used beyond their limits and capacities; (viii) comply with all Applicable Laws of (A) the ▇▇▇▇▇▇▇▇ Islands and the rules of the shipping registry of the ▇▇▇▇▇▇▇▇ Islands related to the Vessel and the laws of any other jurisdiction in which the Vessel may from time to time be registered, operated, chartered and/or maintained, and (B) any country or state in which the Vessel is from time to time located or to which the Vessel may trade or be employed, where non-compliance would adversely prejudice the interests of any of the Registered Owner or the Owners in the Vessel or the interest of the Security Agent as mortgagee of the Vessel in any material manner; (ix) comply and do or cause to be done all things necessary to comply with all national and international conventions, laws and the rules and regulations thereunder, applicable to the Charterer, the Manager and/or the Vessel, including, according to any limitation in force generally under such conventions, laws, rules and regulations (A) The International Convention on Civil Liability for Oil Pollution Damage, (B) (if the Vessel is operated in waters under the jurisdiction of the United States) the United States Oil Pollution Act of 1990 (including, according to any limitation, in force generally under such conventions, laws, rules and regulations and according to practicality reasonable by good trade standards, the ▇▇▇▇▇▇▇ requirements and the requirements relating to the establishment of financial responsibility), the United States Comprehensive Environmental Response Compensation and Liability Act and other U.S. federal and state laws, (C) MARPOL, (D) other international conventions, laws, rules and regulations relating to the environmental matters, discharges of oil, petroleum, petroleum products and distillates, pollutants and other substances, and (E) all other Applicable Laws in respect of the operation of the Vessel, and obtain, comply with and have on board, as and when required, valid permits, certificates or licenses relating to the use, operation or 77 of a Safety Management Certificate pursuant to the ISM Code, an International Ship Security (ISS) Certificate pursuant to the ISPS Code or an International Air Pollution Prevention Certificate (IAPPC) pursuant to Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL; (xvii) not employ and will procure that the Vessel is not employed by it, any operator or Sub-charterer of the Vessel in breach of any Sanctions; (xviii) procure that neither the Owners nor any Finance Party is at any time represented as carrying goods in or providing any other service from the Vessel, or as being in any way connected or associated with any operation of carriage or other service which may be undertaken by the Charterer, or as having any operational interest in, or responsibility for, the Vessel; (xix) not do or suffer to be done anything whereby the preliminary or permanent registrations of the Vessel may be imperilled or forfeited, and not to change or cause to be changed the name of the Vessel without the prior written consent of the Representative Owner and the Security Agent; (xx) keep, in accordance with the good practice of a vessel owner, accurate, complete and up-to-date records of all the locations of the Vessel and of all maintenance, repairs, alterations, modifications and additions to the Vessel; (xxi) subject to the terms of the Initial Sub-charter and the Quiet Enjoyment Letters, permit the Owners, the Security Agent or their representatives at any time and with reasonable access to the Vessel to inspect, examine or survey the Vessel on board or instruct a duly authorised surveyor to carry out such survey on its behalf to ascertain the condition of the Vessel and satisfy itself that the Vessel is being properly repaired and maintained and that the Charterer is otherwise in compliance with the terms of this Agreement, and take copies of the Manuals and Technical Records provided that unless: (A) a Default and/or an Acceleration Event has occurred; (B) as a result of such inspection, examination or survey is found to have occurred and is continuing; or (C) the Charterer (i) has advised the Representative Owner on or prior to the Early Buy-out Option Notification Cut-off Date that it will not exercise the Early Buy-out Option or (ii) has not provided the Representative Owner by the Early Buy-out Option Notification Cut-off Date with a notice to exercise the Early Buy-out Option, each inspection shall be without interference to the normal operations of the Vessel and the Charterer shall only bear the costs of such inspection or survey once in every 12-month period (unless any of the circumstances specified in (A) to (C) above apply, in which case the Charterer shall bear the costs of all such inspections). For