Common use of Return of Undivided Interest Clause in Contracts

Return of Undivided Interest. Unless the Undivided Interest shall have been transferred to the Lessee pursuant to this Lease, the Lessee, at its own expense, shall, subject to the terms and conditions of the Operating Agreement and the Agency and Support Agreement, relinquish possession and use of the Undivided Interest to the Lessor or to any transferee or assignee of the Lessor upon the expiration or termination of the Lease Term by surrendering the same to the Lessor or such transferee or assignee at the respective locations of the Major Components thereof. Upon the return of the Undivided Interest pursuant to this Section 8.1, (x) the Production System shall be (i) if Enserch Exploration or any of its Affiliates is then the Operator or the operator of the Production System, in at least as good condition as required by Section 11.1 or (ii) if neither Enserch Exploration nor any of its Affiliates is then the Operator or the operator of the Production System, in at least as good condition as the Production System would be if it were maintained by a prudent operator which is in the business of maintaining and operating facilities similar to the Production System (which operator does not discriminate in such maintenance based on the leased status of the Production System 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)), in compliance in all material respects with all then applicable Governmental Rules (including, without limitation, all Environmental Laws) and in such condition as will entitle the Platform to the same classification and rating from the (1) a report of an engineer selected by the Lessee and reasonably acceptable to the Lessor certifying that the Undivided Interest is in the condition and state of repair and maintenance required by all then applicable Governmental Rules, together with such inspection reports, tests, and other data reasonably adequate to substantiate the conclusion reached in such report, or, if the Undivided Interest is not in the condition and state of repair and maintenance required by all then applicable Governmental Rules, such engineer shall provide a list of any discrepancies in such condition, and the Lessee, at its sole cost and expense, shall cause any such discrepancies to be fully corrected prior to the return of the Undivided Interest, (2) an inspection report by an environmental consulting firm selected by Lessee and satisfactory to the Lessor certifying that the Production System is in compliance with all applicable Environmental Laws and that the condition and operation of the Production System are such that the Lease shall not be subject to any Environmental Claim, (3) a reserve report with respect to the Unit Reserves prepared by an independent consulting firm selected by the Lessee and reasonably acceptable to the Lessor and (4) a list of all of the Lessee's permits necessary for the use, operation and maintenance of the Production System. The obligations of the Lessee under this Section 8.1 shall survive the termination of this Lease.

Return of Undivided Interest. Unless the Undivided Interest shall have been transferred to the Lessee pursuant to this Lease, the Lessee, at its own expense, shall, subject to the terms and conditions of the Operating Agreement and the Agency and Support Agreement, relinquish possession and use of the Undivided Interest to the Lessor or to any transferee or assignee of the Lessor upon the expiration or termination of the Lease Term by surrendering the same to the Lessor or such transferee or assignee at the respective locations of the Major Components thereof. Upon the return of the Undivided Interest pursuant to this Section 8.1, (x) the Production System shall be (i) if Enserch Exploration or any of its Affiliates is then the Operator or the operator of the Production System, in at least as good condition as required by Section 11.1 or (ii) if neither Enserch Exploration nor any of its Affiliates is then the Operator or the operator of the Production System, in at least as good condition as the Production System would be if it were maintained by a prudent operator which is in the business of maintaining and operating facilities similar to the Production System (which operator does not discriminate in such maintenance based on the leased status of the Production System 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)), in compliance in all material respects with all then applicable Governmental Rules (including, without limitation, all Environmental Laws) and in such condition as will entitle the Platform to the same classification and rating from thethe Classification Society which the Platform had from American Bureau of Shipping on the Closing Date (subject to any reduction in classification and rating resulting from the age of the Platform). In addition, upon the return of the Undivided Interest, the Undivided Interest shall be free and clear of all Liens other than the Liens described in clauses (a), (b) (other than Indenture Trustee's Liens), (f), (g), (to the extent removed within 60 days after such return) (i) and (j) of the definition of Permitted Liens. If the Lessee elects or is required to return the Undivided Interest, then, subject to the restrictions set forth in Section 11.5 of the Participation Agreement, not more than 180 days nor less than 60 days prior to the Lease Termination Date, the Lessee shall, at its sole cost and expense, provide the Lessor, the Owner Participant and, if the Lien of the Indenture has not been discharged, the Indenture Trustee (1) a report of an engineer selected by the Lessee and reasonably acceptable to the Lessor certifying that the Undivided Interest is in the condition and state of repair and maintenance required by all then applicable Governmental Rules, together with such inspection reports, tests, and other data reasonably adequate to substantiate the conclusion reached in such report, or, if the Undivided Interest is not in the condition and state of repair and maintenance required by all then applicable Governmental Rules, such engineer shall provide a list of any discrepancies in such condition, and the Lessee, at its sole cost and expense, shall cause any such discrepancies to be fully corrected prior to the return of the Undivided Interest, (2) an inspection report by an environmental consulting firm selected by Lessee and satisfactory to the Lessor certifying that the Production System is in compliance with all applicable Environmental Laws and that the condition and operation of the Production System are such that the Lease shall not be subject to any Environmental Claim, (3) a reserve report with respect to the Unit Reserves prepared by an independent consulting firm selected by the Lessee and reasonably acceptable to the Lessor and (4) a list of all of the Lessee's permits necessary for the use, operation and maintenance of the Production System. The obligations of the Lessee under this Section 8.1 shall survive the termination of this Lease.

Return of Undivided Interest. Unless Return. Upon expiration or early termination of this Facility Lease (other than a termination pursuant to Section 10 or, if the Undivided Unit Interest shall have been is being transferred to the Lessee pursuant to this LeaseFacility Lessee, Section 13), the Facility Lessee, at its own expense, shall, subject to the terms and conditions of the Operating Agreement and the Agency and Support Agreement, relinquish possession and use of shall return the Undivided Interest (together with the undivided interest in all Modifications to such Unit and the allocable portion of the undivided interest in all Modifications to the Related Common Facilities, that, in either case, shall have vested in the Owner Lessor pursuant to the first sentence of Section 8.3) to the Owner Lessor or to any permitted transferee or assignee of the Owner Lessor upon the expiration or termination of the Lease Term by surrendering the same to Undivided Interest into the possession of the Owner Lessor or such transferee or assignee at the respective locations location of such Unit on the Related Site. In connection with such return, the Facility Lessee shall (a) assign, to the extent permitted by Applicable Law, a corresponding undivided interest in, and shall cooperate with all reasonable requests of the Major Components thereof. Upon Owner Participant, the return Owner Lessor or a permitted transferee or assignee of either of such parties for purposes of obtaining, or enabling the Undivided Interest pursuant Owner Participant, the Owner Lessor or such transferees or assignees to this Section 8.1, (x) the Production System shall be (i) if Enserch Exploration or any of its Affiliates is then the Operator or the operator of the Production System, in at least as good condition as required by Section 11.1 or (ii) if neither Enserch Exploration nor any of its Affiliates is then the Operator or the operator of the Production System, in at least as good condition as the Production System would be if it were maintained by a prudent operator which is in the business of maintaining and operating facilities similar to the Production System (which operator does not discriminate in such maintenance based on the leased status of the Production System or otherwise (including, without limitationobtain, any discrimination with respect and all licenses, permits, approvals and consents of any Governmental Entities or other Persons that are or will be required 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)), in compliance in all material respects with all then applicable Governmental Rules (including, without limitation, all Environmental Laws) and in such condition as will entitle the Platform to the same classification and rating from the (1) a report of an engineer selected obtained by the Lessee and reasonably acceptable to Owner Participant, the Owner Lessor certifying that the Undivided Interest is or such transferee or assignee in the condition and state of repair and maintenance required by all then applicable Governmental Rules, together connection with such inspection reports, tests, and other data reasonably adequate to substantiate the conclusion reached in such report, or, if the Undivided Interest is not in the condition and state of repair and maintenance required by all then applicable Governmental Rules, such engineer shall provide a list of any discrepancies in such condition, and the Lessee, at its sole cost and expense, shall cause any such discrepancies to be fully corrected prior to the return of the Undivided Interest, (2) an inspection report by an environmental consulting firm selected by Lessee and satisfactory to the Lessor certifying that the Production System is in compliance with all applicable Environmental Laws and that the condition and operation of the Production System are such that the Lease shall not be subject to any Environmental Claim, (3) a reserve report with respect to the Unit Reserves prepared by an independent consulting firm selected by the Lessee and reasonably acceptable to the Lessor and (4) a list of all of the Lessee's permits necessary for the use, operation and or maintenance of such Unit and the Production SystemRelated Common Facilities on or after such return in compliance with the Project Agreements and Applicable Law; and (b) provide the Owner Lessor or a permitted transferee or assignee of Owner Lessor copies of all documents, instruments, plans, maps, specifications, manuals, drawings and other documentary materials relating to the installation, maintenance, operation, construction, design, modification and repair of such Unit and the Related Common Facilities, as shall be in the Facility Lessee's possession and shall be reasonably appropriate or necessary for the continued operation of such Unit. The obligations Upon such return, the right to use the Undivided Interest granted hereunder for the benefit of the Facility Lessee under this Section 8.1 shall survive the termination of this Leasecease and terminate.