Common use of Return of Undivided Interest Clause in Contracts

Return of Undivided Interest. Section 5.1. Return. Upon the early termination of this Facility Lease pursuant to Section 18.2 or, if the Facility Lessee shall fail to satisfy the requirements set forth in Section 16, the exercise of dispossessory remedies under Section 18.2 on or after the Expiration Date, the Facility Lessee, at its own expense, shall deliver possession of the Undivided Interest (together with the Owner Lessor’s Percentage Interest in all Modifications to the Facility that shall have become subject to the Head Lease pursuant to Section 9 of the Head Lease and this Facility Lease pursuant to Section 8.3 hereof), subject to the terms and conditions of the Support Agreement, to the Owner Lessor or any permitted transferee or assignee of the Owner Lessor. The Facility Lessee shall effect delivery of the Undivided Interest at its own cost and expense by surrendering the Undivided Interest into the possession of the Owner Lessor or such transferee or assignee and by executing and delivering to the Owner Lessor or such transferee or assignee an instrument or instruments in form and substance reasonably acceptable to the Owner Lessor evidencing surrender by the Facility Lessee of the Facility Lessee’s right to the Undivided Interest under this Facility Lease and to the possession thereof. In connection with such return, the Facility Lessee shall, subject to the terms and conditions of the Support Agreement, (a) assign, to the extent permitted by Applicable Law, and shall cooperate with all reasonable requests of the Owner Lessor for purposes of obtaining, or enabling the Equity Investor, the Owner Lessor or such transferees or assignees to obtain, any and all licenses, permits, approvals and consents of any Governmental Entities or other Persons that are or will be required to be obtained by the Equity Investor, the Owner Lessor or such transferee or assignee in connection with the use, operation or maintenance of the Facility and the Undivided Interest on or after such return in compliance with Applicable Law; and (b)

Return of Undivided Interest. Section 5.1. Return. Upon Unless the early termination of this Facility Lease Term shall end pursuant to Section 18.2 or, if 12 or the Facility Lessee shall fail have exercised its renewal option pursuant to satisfy Section 5 or the requirements set forth in Lessee shall have purchased the Undivided Interest pursuant to Section 166.1 or Section 7A hereof and paid the purchase price and other amounts required thereby, the exercise of dispossessory remedies under Section 18.2 on or after the Expiration Date, the Facility LesseeLessee shall, at its own expense, shall deliver possession of the Undivided Interest (together with the Owner Lessor’s Percentage Interest in all Modifications to the Facility that shall have become subject to the Head Lease pursuant to Section 9 of the Head Lease expense and this Facility Lease pursuant to Section 8.3 hereof), subject to the terms and conditions of the Joint Operating Agreement and the Support Agreement, relinquish possession and use of the Undivided Interest by returning such Undivided Interest to the Owner Lessor or any permitted transferee or assignee of the Owner Lessor. The Facility Lessor upon the expiration or termination of the Lease Term, and shall deliver such documents, instruments and certificates (including, without limitation, an assignment of any permits as described in the list referred to in clause (iv) of Section 8(b) below) as the Lessor shall request in connection with such return; provided, however, that, so long as no Lease Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall effect delivery have the option, on one occasion, to extend the date of the return of the Undivided Interest for a period up to 60 days (the “Return Extension Period”), if at its own cost and expense by surrendering the Undivided Interest into the possession time of the Owner Lessor or scheduled expiration of the Lease Term the Lessee requires such transferee or assignee and by executing and delivering Return Extension Period in order to complete the drilling of a well connected to the Owner Lessor or such transferee or assignee an instrument or instruments in form and substance reasonably acceptable to Platform; provided further, however, for the Owner Lessor evidencing surrender by avoidance of doubt, the Facility Lessee of hereby agrees that the Facility Lessee’s right to elect the Return Extension Period shall not extend the time for payment of any amounts due and payable in connection with the scheduled expiration of the Lease Term. If the Lessee elects to exercise the option for a Return Extension Period, it shall be a condition to the exercise of such option that the Lessee gives irrevocable written notice of same to the Lessor, the Owner Participant and the Indenture Trustee at least 120 days but not more than 150 days prior to the scheduled expiration of the Lease Term. The Lessee shall pay to the Lessor as Supplemental Rent, on or before the fifth Business Day prior to the commencement of the Return Extension Period, if any, an amount equal to the greater of (x) 100% of the Fair Market Rental Value of the Undivided Interest under this Facility for the Return Extension Period and (y) the average daily Base Rent during the last year of the Lease and Term multiplied by the total number of days in the Return Extension Period. Upon the return of the Undivided Interest from the Lessee to the possession thereof. In connection with such returnLessor or any assignee or transferee of the Lessor, the Facility Lessee shallPlatform shall be: (i) safely afloat and securely moored; (ii) free and clear of all Liens other than the Liens described in clauses (b) (other than Indenture Trustee’s Liens), (f) and (j) of the definition of Permitted Liens; (iii) subject to Section 11.4 and subject to the Lessee’s obligations under Sections 11.3, 11.5(c), if any, and 11.7, with all equipment, machinery, appliances and Components on board the Platform as of the Closing Date; (iv) in at least the condition required by Section 11.1; (v) clean, with all enclosed spaces, ballast tanks and petroleum-related vessels in compliance with prudent industry standards and free of excessive debris and sediment; (vi) with all plans and drawings and all classification, environmental, inspection, modification, maintenance and operations records relating to the Platform and as are required by Governmental Rules to be maintained and as are in possession of the Lessee relating to the Platform; (vii) having the then-applicable classification from the Classification Society described in Section 11.1(f), in class with no then-applicable outstanding recommendations, deferred items or requirements of the Classification Society and with all of the hull structure, topside structure, marine systems, mooring systems, safety systems and other survey cycles required by the Classification Society properly completed and, if (A) under continuous survey, having any continuous survey items due to be completed within six months after the date of return accelerated so that such items are completed (with no outstanding recommendations, deferred items or requirements) on or before such date, or (B) if not under continuous survey, with all special (five-year) survey items completed (with no outstanding recommendations, deferred items or requirements) within twenty-four months prior to the date of return; (viii) with all class, United States Coast Guard, MMS (or any successor thereof) and other Governmental Authority certificates, permits and approvals which are required by Governmental Rules, and all such certificates, permits and approvals shall be valid and the Lessee shall be in compliance (except to the extent that any non-compliance would result in a de minimis effect on the value, utility or remaining original economic useful life of the Undivided Interest), in each case, with all of the terms and conditions thereof on the Lease Termination Date; (ix) capable of performing on a sustained basis at the Support Agreementlevels set forth in the Design Basis, as modified from time to time to take into account the requirements of Sections 11.3 and 11.4; (ax) assign, in compliance (except to the extent permitted by Applicable Lawthat any non-compliance would result in a de minimis effect on the value, and shall cooperate utility or remaining original economic useful life of the Undivided Interest) with all reasonable requests of the Owner Lessor for purposes of obtainingthen-applicable Governmental Rules (including, or enabling the Equity Investorwithout limitation, the Owner Lessor or such transferees or assignees to obtain, any and all licenses, permits, approvals and consents of any Governmental Entities or other Persons that are or will be required to be obtained by the Equity Investor, the Owner Lessor or such transferee or assignee in connection with the use, operation or maintenance of the Facility and the Undivided Interest on or after such return in compliance with Applicable LawEnvironmental Laws); and (bxi) with respect to its moorings if the mooring life (as determined by the Return Engineer pursuant to Section 8(b)(i)) is less than (A) the remaining original economic useful life of the Platform as determined by the Final Appraisal or (B) the Adjusted Remaining Useful Life of the Platform as determined pursuant to Section 5.3, as applicable, of the Platform, such moorings shall be refurbished or replaced (at the election of the Lessee and at its cost and expense) such that the mooring life will equal or exceed such remaining original economic useful life or the Adjusted Remaining Useful Life (as determined pursuant to Section 5.3), as the case may be, of the Platform.