Common use of Payment Upon Event of Loss, Etc Clause in Contracts

Payment Upon Event of Loss, Etc. (a) If an Event of Loss ------------------------------- with respect to the Production System shall occur, EEX shall within 180 days of the occurrence of such Event of Loss give the Indenture Trustee written notice of its election to either: (i) pay to the Indenture Trustee as compensation for such Event of Loss, on the Installment Payment Date immediately following the date of such election, an amount in cash which is sufficient to redeem each Outstanding Secured Note required to be redeemed pursuant to Section 3.02 as a result of such Event of Loss; or (ii) subject to compliance with this Section 12.02, replace (or cause to be replaced) the Production System with equipment of a similar type, service and use, and of equal or greater Fair Market Sales Value, residual value, remaining useful life and utility as the replaced Production System immediately prior to such Event of Loss (assuming the Production System has been maintained in accordance with the terms of this Indenture); provided that (x) EEX may not elect to replace the Production System if at the -------- ---- time of the Event of Loss or the time of election an Indenture Default of the type described in Section 5.02(a) or (f) or an Indenture Event of Default shall have occurred and be continuing; and (y) if EEX fails to give notice of its election to replace the Production System in the time period specified above, it shall be deemed to have elected to redeem each Outstanding Secured Note as specified in clause (i) above. (b) If an Event of Loss with respect to a Significant Portion of the Production System shall occur, EEX shall within 180 days of the occurrence of such Event of Loss give the Indenture Trustee written notice of its election to either: (i) pay to the Indenture Trustee as compensation for such Event of Loss, on the Installment Payment Date immediately following the date of such election, an amount in cash which is sufficient to redeem each Outstanding Secured Note required to be redeemed pursuant to Section 3.02 as a result of such Event of Loss as of such Installment Payment Date; or (ii) subject to compliance with this Section 12.02(b) rebuild or cause to be rebuilt (or replace or cause to be replaced) the Significant Portion of the Production System suffering such Event of Loss which such rebuilt portion (or replacement portion) shall have at least the same value, utility and remaining useful life as such Significant Portion had prior to the Event of Loss (assuming the Production System has been maintained in accordance with the terms of this Indenture; provided that (x) if (A) EEX shall fail to provide such written notice within -------- ---- such 180-day period or (B) the remaining portion of the Production System not suffering such Event of Loss is not capable of functioning for its intended purpose, EEX shall be deemed to have elected the option set forth in paragraph (i) above; and (y) EEX may not elect the option set forth in paragraph (ii) during such time an Indenture Default of the type described in Section 5.02(a) or (f), or an Indenture Event of Default shall have occurred and be continuing. (c) If the Platform is being replaced, cause a supplement to the New Ship Mortgage subjecting such undivided interest in the replacement Platform to the Lien of the Ship Mortgage to be duly authorized, executed and delivered by the appropriate parties and cause such Ship Mortgage to be filed for recordation in the same manner as provided for the New Ship Mortgage, (iv) so long as this Indenture shall not have been satisfied and discharged, request the Lessor to execute and deliver to the Indenture Trustee a supplement to the Indenture subjecting the Lessor's interest in the replacement Production System, Components or Significant Portion, as the case may be, to the Lien of the Indenture and requesting that such Indenture Supplement be filed for recordation in the same manner as provided for the Indenture in Section 4.16 of the Participation Agreement, (v) upon the request of the Indenture Trustee, furnish the Indenture Trustee with an opinion (upon which the Indenture Trustee shall be entitled to rely) of EEX's counsel, which counsel shall be reasonably satisfactory to the Indenture Trustee, to the effect that (w) if the Platform is being replaced, the supplement to the Ship Mortgage referred to in clause (iii) above constitutes a legal, valid, binding and enforceable obligation of EEX (subject to customary qualifications as to bankruptcy and equitable principles), (x) legal title to such replacement Production System, Component or Significant Portion, as the case may be, has been vested in EEX (y) such replacement Production System, Components or Significant Portion, as the case may be, is free and clear of all Liens of record, other than Permitted Liens and (z) all filings, recordings and other action necessary or appropriate to perfect and protect the Indenture Trustee's interest in the replacement Production System, Components or Significant Portion, as the case may be, have been accomplished, (vi) upon the request of the Indenture Trustee, furnish the Indenture Trustee with an Officer's Certificate certifying that as of said date, and upon consummation of the replacement, no Indenture Default of the type described in Section 5.02(a) or (f) or Indenture Event of Default shall have occurred and be continuing and (vii) furnish such other documents and evidence as the Indenture Trustee or its counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 12.02, including, without limitation, evidence that the replacement Production System, Components or Significant Portion, as the case may be, has a value, utility, remaining useful life and residual value at least equal to that of the Production System, Component or Significant Portion replaced.

Payment Upon Event of Loss, Etc. (a) If an Event of Loss ------------------------------- with respect to the Production System Facility Assets shall occur, EEX unless the Lessee shall within 180 days of have elected to rebuild the occurrence of such Event of Loss give the Indenture Trustee written notice of its election Facility Assets pursuant to either: (i) Section 12.02(b), MCFT shall pay to the Indenture Trustee as compensation for such Event of Loss, on the Installment Payment date which is the latest monthly anniversary of the Basic Lease Term Commencement Date immediately following not later than 180 days after the date of such electionEvent of Loss, an amount in cash which is sufficient to redeem each Outstanding outstanding Secured Note required to be redeemed pursuant to Section 3.02 as a result of such Event of Loss; or (ii) subject to compliance with this Section 12.02, replace (or cause to be replaced) the Production System with equipment of a similar type, service and use, and of equal or greater Fair Market Sales Value, residual value, remaining useful life and utility as the replaced Production System immediately prior to such Event of Loss (assuming the Production System has been maintained in accordance with the terms of this Indenture); provided that (x) EEX may not elect to replace the Production System if at the -------- ---- time of the Event of Loss or the time of election an Indenture Default of the type described in Section 5.02(a) or (f) or an Indenture Event of Default shall have occurred and be continuing; and (y) if EEX fails to give notice of its election to replace the Production System in the time period specified above, it shall be deemed to have elected to redeem each Outstanding Secured Note as specified in clause (i) above. (b) If an Event of Loss with respect At MCFT's option, MCFT may determine to a Significant Portion of the Production System shall occur, EEX shall within 180 days of the occurrence of such Event of Loss give the Indenture Trustee written notice of its election to either: (i) pay to the Indenture Trustee as compensation for such Event of Loss, on the Installment Payment Date immediately following the date of such election, an amount in cash which is sufficient to redeem each Outstanding Secured Note required to be redeemed pursuant to Section 3.02 as a result of such Event of Loss as of such Installment Payment Date; or (ii) subject to compliance with this Section 12.02(b) rebuild or cause to be rebuilt (or replace or cause to be replaced) the Facility Assets or Significant Portion of the Production System thereof suffering such Event of Loss which such rebuilt portion (or replacement portion) shall so that the Facility Assets will have at least the same value, utility and remaining useful life as such Significant Portion the Facility Assets had immediately prior to the Event of Loss (assuming the Production System has Facility Assets have been maintained in accordance with the terms of Section 11.01 of this Indenture) and each replacement shall immediately become subject to the Lien of the Indenture to the same extent as Components or Replacement Components or previous Modifications being replaced or rebuilt. In the event MCFT determines to rebuild or cause to be rebuilt (or replace or cause to be replaced) the Facility Assets in accordance with this Section 12.02(b), MCFT shall provide written notice of such election within 120 days of the occurrence of the Event of Loss; provided that (x) if (A) EEX shall fail to provide such written notice within -------- ---- such 180-day period or (B) the remaining portion of the Production System not suffering such Event of Loss is not capable of functioning for its intended purpose, EEX shall be deemed to have elected the option set forth in paragraph (i) above; and (y) EEX MCFT may not elect the option set forth in paragraph (ii) during such time an Indenture Default of the type described in Section 5.02(a) or (f), or an Indenture Event of Default shall have occurred and be continuing. (c) If the Platform is being replaced, cause a supplement to the New Ship Mortgage subjecting such undivided interest in the replacement Platform to the Lien of the Ship Mortgage to be duly authorized, executed and delivered by the appropriate parties and cause such Ship Mortgage to be filed for recordation in the same manner as provided for the New Ship Mortgage, (iv) so long as this Indenture shall not have been satisfied and discharged, request the Lessor to execute and deliver to the Indenture Trustee a supplement to the Indenture subjecting the Lessor's interest in the replacement Production System, Components or Significant Portion, as the case may be, to the Lien of the Indenture and requesting that such Indenture Supplement be filed for recordation in the same manner as provided for the Indenture in Section 4.16 of the Participation Agreement, (v) upon the request of the Indenture Trustee, furnish the Indenture Trustee with an opinion (upon which the Indenture Trustee shall be entitled to rely) of EEX's counsel, which counsel shall be reasonably satisfactory to the Indenture Trustee, to the effect that (w) if the Platform is being replaced, the supplement to the Ship Mortgage referred to in clause (iii) above constitutes a legal, valid, binding and enforceable obligation of EEX (subject to customary qualifications as to bankruptcy and equitable principles), (x) legal title to such replacement Production System, Component or Significant Portion, as the case may be, has been vested in EEX (y) such replacement Production System, Components or Significant Portion, as the case may be, is free and clear of all Liens of record, other than Permitted Liens and (z) all filings, recordings and other action necessary or appropriate to perfect and protect the Indenture Trustee's interest in the replacement Production System, Components or Significant Portion, as the case may be, have been accomplished, (vi) upon the request of the Indenture Trustee, furnish the Indenture Trustee with an Officer's Certificate certifying that as of said date, and upon consummation of the replacement, no Indenture Default of the type described in Section 5.02(a) or (f) or Indenture Event of Default shall have occurred and be continuing and (vii) furnish such other documents and evidence as the Indenture Trustee or its counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section -------- 12.02, including, without limitation, evidence that the replacement Production System, Components or Significant Portion, as the case may be, has a value, utility, remaining useful life and residual value at least equal to that of the Production System, Component or Significant Portion replaced.

Payment Upon Event of Loss, Etc. (a) If an Event of Loss ------------------------------- with respect to the Production System Vessel shall occur, EEX unless MTFC shall within 180 days of have elected to rebuild the occurrence of such Event of Loss give the Indenture Trustee written notice of its election Vessel pursuant to either: (i) Section 12.02(b), MTFC shall pay to the Indenture Trustee as compensation for such Event of Loss, on the Installment Payment date which is the latest monthly anniversary of the Base Charter Term Commencement Date immediately following not later than 180 days after the date of such electionEvent of Loss, an amount in cash which is sufficient to redeem each pay the entire unpaid principal amount of the Secured Notes Outstanding Secured Note required to be redeemed pursuant to Section 3.02 as a result of such Event of Loss; or. (iib) subject Upon the occurrence of an Event of Loss, except an Event of Loss of the type described in clause (vii) of the definition thereof, MTFC shall have the option, in lieu of making payments pursuant to compliance with this Section 12.0212.02(a), replace (or cause to be replaced) within 180 days of the Production System with equipment Event of Loss, of substituting a similar type, service and use, and vessel of at least equal or greater Fair Market Sales Value, residual value, Value and utility and with a remaining useful life and utility residual value as the replaced Production System Vessel had immediately prior to such Event of Loss (assuming the Production System Vessel has been maintained in accordance with the terms of this Indenturethe Charter); provided that (x) EEX may not elect to replace the Production System if at the -------- ---- time of the Event of Loss or the time of election an Indenture Default of the type described in Section 5.02(a) or (f) or an Indenture Event of Default shall have occurred , and be continuing; and (y) if EEX fails to give notice of its election to replace the Production System in the time period specified above, it shall be deemed to have elected to redeem each Outstanding Secured Note as specified in clause (i) above. (b) If an Event of Loss with respect to a Significant Portion of the Production System shall occur, EEX shall within 180 days of the occurrence of such Event of Loss give the Indenture Trustee written notice of its election to either: (i) pay to the Indenture Trustee as compensation for such Event of Loss, on the Installment Payment Date immediately following the date of such election, an amount in cash which is sufficient to redeem each Outstanding Secured Note required to be redeemed pursuant to Section 3.02 as a result not "limited use property" within the meaning of such Event of Loss as of such Installment Payment Date; or (ii) subject to compliance with this Section 12.02(b) rebuild Revenue Procedure 76- 30 and any amendment or cause to be rebuilt (or replace or cause to be replaced) modification thereof. In the Significant Portion of the Production System suffering such Event of Loss which such rebuilt portion (or replacement portion) event that MTFC shall have at least the same value, utility and remaining useful life as such Significant Portion had prior to the Event of Loss (assuming the Production System has been maintained in accordance with the terms of this Indenture; provided that (x) if (A) EEX shall fail to provide such written notice within -------- ---- such 180-day period or (B) the remaining portion of the Production System not suffering such Event of Loss is not capable of functioning for its intended purpose, EEX shall be deemed to have elected the option set forth in paragraph (i) above; and (y) EEX may not elect the option set forth in paragraph (ii) during such time an Indenture Default of the type described in this Section 5.02(a) or (f12.02(b), or an Indenture Event of Default no amounts shall have occurred be payable under Section 11(b)(i), and be continuing. (c) If the Platform is being replaced, cause a supplement to the New Ship Mortgage subjecting such undivided interest in the replacement Platform Vessel shall remain subject to the Lien of this Indenture. Prior to or at the Ship Mortgage time that MTFC determines to substitute a vessel in accordance with this Section 12.02(b), MTFC will (A) enter into such amendments to the Operative Documents as may be duly authorized, executed and delivered by the appropriate parties and cause reasonably necessary to effect such Ship Mortgage to be filed for recordation in the same manner as provided for the New Ship Mortgagesubstitution, (ivB) furnish the Indenture Trustee with an appraisal as to the Fair Market Sales Value, utility, residual value and remaining useful life of such vessel and (C) so long as this the Indenture shall not have been satisfied and discharged, request cause a financing statement or statements with respect to such substitute vessel or other requisite documents or instruments to be filed in such place or places as may be necessary in order to perfect the Lessor to execute and deliver security interest created by or pursuant to the Indenture Trustee a supplement to the Indenture subjecting the Lessor's interest in the replacement Production System, Components or Significant Portion, as the case may be, to the Lien of the Indenture and requesting that such Indenture Supplement be filed for recordation in the same manner as provided for the Indenture in Section 4.16 of the Participation Agreement, (v) upon the request of the Indenture Trustee, furnish the Indenture Trustee with an opinion (upon which the Indenture Trustee shall be entitled to rely) of EEX's counsel, which counsel shall be reasonably satisfactory to the Indenture Trustee, to the effect that (w) if the Platform is being replaced, the supplement to the Ship Mortgage referred to in clause (iii) above constitutes a legal, valid, binding and enforceable obligation of EEX (subject to customary qualifications as to bankruptcy and equitable principles), (x) legal title to such replacement Production System, Component or Significant Portion, as the case may be, has been vested in EEX (y) such replacement Production System, Components or Significant Portion, as the case may be, is free and clear of all Liens of record, other than Permitted Liens and (z) all filings, recordings and other action necessary or appropriate to perfect and protect the Indenture Trustee's interest in the replacement Production System, Components or Significant Portion, as the case may be, have been accomplished, (vi) upon the request of the Indenture Trustee, furnish the Indenture Trustee with an Officer's Certificate certifying that as of said date, and upon consummation of the replacement, no Indenture Default of the type described in Section 5.02(a) or (f) or Indenture Event of Default shall have occurred and be continuing and (vii) furnish such other documents and evidence as the Indenture Trustee or its counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Section 12.02, including, without limitation, evidence that the replacement Production System, Components or Significant Portion, as the case may be, has a value, utility, remaining useful life and residual value at least equal to that of the Production System, Component or Significant Portion replacedMortgage.