Common use of Breach by Charterer Clause in Contracts

Breach by Charterer. (a) In the event Charterer shall be in material breach of any of Charterer’s obligations arising under this Charter other than Charterer’s obligations to pay Hire when due, Owner may give Charterer written notice thereof and Charterer shall, within ***** days (or such other period as the parties may have pre-agreed or may then agree having regard to all the circumstances) of the date upon which Charterer receives such notice, remedy such breach. If Charterer fails to remedy such breach within such period of ***** days (or such other period as the parties may have pre-agreed or may then agree having regard to all the circumstances), Owner may then, but only then: (i) terminate the Term and withdraw the Vessel from service upon ***** written notice from Owner to Charterer of Owner’s intention so to withdraw the Vessel; and (ii) exercise any other rights and claims it may have under this Charter and in law, equity or admiralty, including, without limitation, rights and claims in respect of termination and damages; provided always that Charterer has not fully remedied such breach prior to any such withdrawal or exercise. For the avoidance of doubt, Charterer’s failure to reinstate the level of the Letter of Credit as contemplated by section 39.2(b)(ii) is a material breach and, in relation to this condition, the parties agree that the forty-five (45) day grace period referred to above does not apply, so that breach of this condition entitles Owner immediately to terminate the Term and withdraw the Vessel. (b) In the event Charterer should fail to pay Hire when due and Charterer has not fully remedied such failure within the applicable period after notice from Owner of such failure, Owner may without further notice terminate the Term and withdraw the Vessel from service under this Charter without prejudice to the exercise of any other right or claim to which Owner may be entitled against Charterer unless such Hire payment has in the meantime been settled by means of Owner making demand and receiving payment of such sum under the Letter of Credit (in which case Owner may not exercise such right of termination and withdrawal by reason of such non-payment). The applicable period of time within which such non-payment must be remedied from the time of Owner’s notice of payment failure is ***** days unless the Vessel has been Off-Hire at any time during the ***** days expiring on the date Hire was due but not paid, in which case the right to withdraw shall arise on the earlier of the date ***** days after receipt by Charterer of notice of such failure plus the number of days the Vessel was Off-Hire during the ***** days expiring on the date Hire was due but not paid, or the next Hire Payment Date; provided further if Owner fails to give notice in a timely manner such that the date ***** days after such notice is received by Charterer falls after the next Hire Payment Date then the right to withdraw shall not arise until that date ***** days after the date of such notice is received. After any such past due payment and prior to a withdrawal of the Vessel, the parties shall consult with each other about possible means of avoiding such action but in no event shall Owner be under any legal obligation to refrain from exercising its rights under this section 39.1. (c) In case any of the events listed in sections 23.2(b)-(e) occur in relation to Charterer, in relation to Charterer Guarantor, or, while a Letter of Credit is then outstanding, the relevant Letter of Credit Provider (reading such sections as if all references therein to “Owner” were references to “Charterer” or, as applicable, to “Charterer Guarantor”, “Letter of Credit Provider” mutatis mutandis), or in case of the occurrence of the death or incapacity of the Charterer Guarantor and the failure of the Charterer to provide substitute security by way of Charterer Security within ***** days of such occurrence, then subject to section 39.1(f) Owner may then terminate the Term and withdraw the Vessel from service immediately upon notice to Charterer without prejudice to the exercise by Owner of any other right or claim to which Owner may be entitled against Charterer. (d) Upon or at any time after the occurrence of any Charterer Event of Default in case Owner exercises its rights to withdraw the Vessel from service to Charterer then, without prejudice to Charterer’s liability to pay amounts already due and unpaid and amounts which have accrued but which have not yet been invoiced or become due (all of which, for this purpose, remain payable), Owner shall be entitled to exercise all rights and pursue all claims to which it is then entitled in law, equity or admiralty against Charterer for compensation for all losses, damages, costs, claims, damages and expenses which it has suffered or incurred. Owner shall prosecute any such proceedings reasonably expeditiously. The Charterer Guarantee or the Letter of Credit (subject, if applicable, to its stated limit), as the case may be, shall secure Charterer’s liability in relation thereto. (e) In circumstances where Owner has received the Original Prepaid Amount, as contemplated by either section 8.11(b) or (c), and subsequently the Term then terminates pursuant to section 39.1(a), (b) or (c) and/or payments are made to Owner by the Letter of Credit Provider as contemplated by section 39.2(b)(iv), when the amount of Charterer’s liability to Owner in respect of all matters as referred to in section 39.1(d) has been determined (by means of an arbitration award, court judgment or settlement agreement signed between Owner and Charterer), in case the Prepaid Amount at that time exceeds the amount of Charterer’s liability then Owner shall be liable to pay to Charterer an amount equal to such excess. The amount so payable by Owner to Charterer is “Surplus Drawing”. Owner’s payment shall be made within ***** after the amount of the Surplus Drawing has been determined (which will be when Charterer’s liability has been determined in the manner described above). (f) If the circumstances described in section 23.2(b), (c), (d), (e) or (f) occur in relation to Charterer, which would be a Charterer Event of Default under section 39.1(c), Owner may not exercise its right to terminate the Term and withdraw the Vessel from service: (i) while Charterer continues to pay all Hire when due in full, or (ii) in contravention of any then-applicable insolvency or creditor protection laws or procedures relating to Charterer. If during a time when Charterer is subject to applicable insolvency or creditor protection procedures, or at the time when that ends and Charterer’s creditor reorganization takes effect, Charterer affirms all its obligations under this Charter and all Charterer’s payment obligations under the Charter have all been paid in the meantime when due in full, the occurrence of such Charterer Event of Default shall be waived by Owner, and the Term shall continue thereafter, without interruption (but without prejudice to Owner’s rights subsequently in case any further Charterer Event of Default may occur). However, although such insolvency or creditor protection procedures may restrain Owner from exercising its right to terminate the Term and to withdraw the Vessel from service, nevertheless Owner shall remain entitled (but not obliged) to demand payment under the Letter of Credit of the full amount for which, under the Letter of Credit, the Letter of Credit Provider may then be liable. The money received shall be applied in prepayment of hire in the manner described in section 8.11(b). Owner shall be entitled absolutely to ownership and to retain and use all of such money subject however in such circumstances to an obligation on Owner to pay to Charterer the amount (if any) of any Surplus Drawing when due after the end of such applicable insolvency or creditor protection procedure if the Term has then ended (whether because Charterer has disclaimed the Charter or because Owner has terminated the Term and withdrawn the Vessel from service because of Charterer’s failure to pay all Hire and other sums), and after the amount of Charterer’s liability as envisaged by section 39.1(d) has been determined (by means of an arbitration award, court judgment or settlement agreement signed by Owner and Charterer). Owner’s payment shall be made within ***** after the amount of the Surplus Drawing has been determined (which will be when Charterer’s liability has been determined in the manner described above).

Breach by Charterer. (a) In the event Charterer shall be in material breach of any of Charterer’s obligations arising under this Charter other than Charterer’s obligations to pay Hire when due, Owner may give Charterer written notice thereof and Charterer shall, within ***** days (or such other period as the parties may have pre-agreed or may then agree having regard to all the circumstances) of the date upon which Charterer receives such notice, remedy such breach. If Charterer fails to remedy such breach within such period of ***** days (or such other period as the parties may have pre-agreed or may then agree having regard to all the circumstances), Owner may then, but only then: (i) terminate the Term and withdraw the Vessel from service upon ***** days’ written notice from Owner to Charterer of Owner’s intention so to withdraw the Vessel; and (ii) exercise any other rights and claims it may have under this Charter and in law, equity or admiralty, including, without limitation, rights and claims in respect of termination and damages; provided always that Charterer has not fully remedied such breach prior to any such withdrawal or exercise. For the avoidance of doubt, Charterer’s failure to reinstate the level of the Letter of Credit as contemplated by section 39.2(b)(ii39.2(c) is a material breach and, in relation to this condition, the parties agree that the forty-five (45) ***** day grace period referred to above does not apply, so that breach of this condition entitles Owner immediately to terminate the Term and withdraw the Vessel. (b) In the event Charterer should fail to pay Hire when due and Charterer has not fully remedied such failure within the applicable period after notice from Owner of such failure, Owner may without further notice terminate the Term and withdraw the Vessel from service under this Charter without prejudice to the exercise of any other right or claim to which Owner may be entitled against Charterer unless such Hire payment has in the meantime been settled by means of Owner making demand and receiving payment of such sum under the Letter of Credit (in which case Owner may not exercise such right of termination and withdrawal by reason of such non-payment). The applicable period of time within which such non-payment must be remedied from the time of Owner’s notice of payment failure is ***** days unless the Vessel has been Off-Hire at any time during the ***** days expiring on the date Hire was due but not paid, in which case the right to withdraw shall arise on the earlier of the date ***** days after receipt by Charterer of notice of such failure plus the number of days the Vessel was Off-Hire during the ***** days expiring on the date Hire was due but not paid, or the next Hire Payment Date; provided further if Owner fails to give notice in a timely manner such that the date ***** days after such notice is received by Charterer falls after the next Hire Payment Date then the right to withdraw shall not arise until that date ***** days after the date of such notice is received. After any such past due payment and prior to a withdrawal of the Vessel, the parties shall consult with each other about possible means of avoiding such action but in no event shall Owner be under any legal obligation to refrain from exercising its rights under this section 39.1. (c) In case any of the events listed in sections 23.2(b)-(e) occur in relation to Charterer, in relation to Charterer Guarantor, or, while a Letter of Credit is then outstanding, the relevant Letter of Credit Provider (reading such sections as if all references therein to “Owner” were references to “Charterer” or, as applicable, to “Charterer Guarantor”, “Letter of Credit Provider” mutatis mutandis”), or in case of the occurrence of the death or incapacity of the Charterer Guarantor and the failure of the Charterer to provide substitute security by way of Charterer Security within ***** days of such occurrence, then subject to section 39.1(f) Owner may then terminate the Term and withdraw the Vessel from service immediately upon notice to Charterer without prejudice to the exercise by Owner of any other right or claim to which Owner may be entitled against Charterer. (d) Upon or at any time after the occurrence of any Charterer Event of Default in case Owner exercises its rights to withdraw the Vessel from service to Charterer then, without prejudice to Charterer’s liability to pay amounts already due and unpaid and amounts which have accrued but which have not yet been invoiced or become due (all of which, for this purpose, remain payable), Owner shall be entitled to exercise all rights and pursue all claims to which it is then entitled in law, equity or admiralty against Charterer for compensation for all losses, damages, costs, claims, damages and expenses which it has suffered or incurred. Owner shall prosecute any such proceedings reasonably expeditiously. The Charterer Guarantee or the Letter of Credit (subject, if applicable, to its stated limit), as the case may be, shall secure Charterer’s liability in relation thereto. (e) In circumstances where Owner has received the Original Prepaid Amount, as contemplated by either section 8.11(b) or (c), and subsequently the Term then terminates pursuant to section 39.1(a), (b) or (c) and/or payments are made to Owner by the Letter of Credit Provider as contemplated by section 39.2(b)(iv39.2(d), when the amount of Charterer’s liability to Owner in respect of all matters as referred to in section 39.1(d) has been determined (by means of an arbitration award, court judgment or settlement agreement signed between Owner and Charterer), in case the Prepaid Amount at that time exceeds the amount of Charterer’s liability then Owner shall be liable to pay to Charterer an amount equal to such excess. The amount so payable by Owner to Charterer is “Surplus Drawing”. Owner’s payment shall be made within ***** after the amount of the Surplus Drawing has been determined (which will be when Charterer’s liability has been determined in the manner described above). (f) If the circumstances described in section 23.2(b), (c), (d), (e) or (f) occur in relation to Charterer, which would be a Charterer Event of Default under section 39.1(c), Owner may not exercise its right to terminate the Term and withdraw the Vessel from service: (i) while Charterer continues to pay all Hire when due in full, or (ii) in contravention of any then-applicable insolvency or creditor protection laws or procedures relating to Charterer. If during a time when Charterer is subject to applicable insolvency or creditor protection procedures, or at the time when that ends and Charterer’s creditor reorganization takes effect, Charterer affirms all its obligations under this Charter and all Charterer’s payment obligations under the Charter have all been paid in the meantime when due in full, the occurrence of such Charterer Event of Default shall be waived by Owner, and the Term shall continue thereafter, without interruption (but without prejudice to Owner’s rights subsequently in case any further Charterer Event of Default may occur). However, although such insolvency or creditor protection procedures may restrain Owner from exercising its right to terminate the Term and to withdraw the Vessel from service, nevertheless Owner shall remain entitled (but not obliged) to demand payment under the Letter of Credit of the full amount for which, under the Letter of Credit, the Letter of Credit Provider may then be liable. The money received shall be applied in prepayment of hire in the manner described in section 8.11(b). Owner shall be entitled absolutely to ownership and to retain and use all of such money subject however in such circumstances to an obligation on Owner to pay to Charterer the amount (if any) of any Surplus Drawing when due after the end of such applicable insolvency or creditor protection procedure if the Term has then ended (whether because Charterer has disclaimed the Charter or because Owner has terminated the Term and withdrawn the Vessel from service because of Charterer’s failure to pay all Hire and other sums), and after the amount of Charterer’s liability as envisaged by section 39.1(d) has been determined (by means of an arbitration award, court judgment or settlement agreement signed by Owner and Charterer). Owner’s payment shall be made within ***** after the amount of the Surplus Drawing has been determined (which will be when Charterer’s liability has been determined in the manner described above).

Breach by Charterer. (a) In the event Charterer shall be in material breach of any of Charterer’s obligations arising under this Charter other than Charterer’s obligations to pay Hire when due, Owner may give Charterer written notice thereof and Charterer shall, within ***** days (or such other period as the parties may have pre-agreed or may then agree having regard to all the circumstances) of the date upon which Charterer receives such notice, remedy such breach. If Charterer fails to remedy such breach within such period of ***** days (or such other period as the parties may have pre-agreed or may then agree having regard to all the circumstances), Owner may then, but only then: (i) terminate the Term and withdraw the Vessel from service upon ***** days’ written notice from Owner to Charterer of Owner’s intention so to withdraw the Vessel; and (ii) exercise any other rights and claims it may have under this Charter and in law, equity or admiralty, including, without limitation, rights and claims in respect of termination and damages; provided always that Charterer has not fully remedied such breach prior to any such withdrawal or exercise. For the avoidance of doubt, Charterer’s failure to reinstate the level of the Letter of Credit as contemplated by section 39.2(b)(ii) is a material breach and, in relation to this condition, the parties agree that the forty-five (45) day grace period referred to above does not apply, so that breach of this condition entitles Owner immediately to terminate the Term and withdraw the Vessel. (b) In the event Charterer should fail to pay Hire when due and Charterer has not fully remedied such failure within the applicable period after notice from Owner of such failure, Owner may without further notice terminate the Term and withdraw the Vessel from service under this Charter without prejudice to the exercise of any other right or claim to which Owner may be entitled against Charterer. In circumstances where Charterer’s failure is to prepay Hire under section 8.11(a) and/or (b), which has not been remedied either by the Charterer unless such Hire or by payment has in under the meantime been settled by means of Owner making demand and receiving payment Charterer Guarantee within the applicable period after notice of such sum under the Letter of Credit failure from Owner (in which case case, the Charterer’s failure having been so duly remedied, the Owner may not exercise such right of its termination and withdrawal by reason of such non-paymentright), Owner may then without further notice terminate its obligation to deliver the Vessel under this Charter. Before Owner does this, it must make demand under the Charterer Guarantee. The applicable period of time within which such non-payment must be remedied from the time of Owner’s notice of payment failure is ***** days unless the Vessel has been Off-Hire at any time during the ***** days expiring on the date Hire was due but not paid, in which case the right to withdraw or terminate shall arise on the earlier of the date ***** days after receipt by Charterer of notice of such failure plus the number of days the Vessel was Off-Hire during the ***** days expiring on the date Hire was due but not paid, or the next Hire Payment Date; provided further if Owner fails to give notice in a timely manner such that the date ***** days after such notice is received by Charterer falls after the next Hire Payment Date then the right to withdraw shall not arise until that date ***** days after the date of such notice is received. After any such past due payment and prior to a withdrawal of the Vessel, the parties shall consult with each other about possible means of avoiding such action but in no event shall Owner be under any legal obligation to refrain from exercising its rights under this section 39.1. (cb) In case any of the events listed in sections 23.2(b)-(e23.2(b)-(e)or their equivalent for a natural person) occur in relation to Charterer, in relation to Charterer GuarantorGuarantor (for so long as he has any continuing liability under the Charterer Guarantee), or, while a Letter of Credit is then outstanding, the relevant Letter of Credit Provider (reading such sections as if all references therein to “Owner” were references to “Charterer” or, as applicable, to “Charterer Guarantor”, “Letter of Credit Provider” “ mutatis mutandis), or in case of the occurrence of the death or incapacity of the Charterer Guarantor and the failure of the Charterer to provide substitute security by way of Charterer Security within ***** days of such occurrence, then subject to section 39.1(f39.1(e) Owner may then terminate the Term and withdraw the Vessel from service immediately upon notice to Charterer or, if such event occurs before the Delivery Date, the Owner may terminate its obligation to charter the Vessel to the Charterer hereunder, in each case without prejudice to the exercise by Owner of any other right or claim to which Owner may be entitled against Charterer. (dc) Upon or at any time after the occurrence of any Charterer Event of Default in case Owner exercises its rights to withdraw the Vessel from service to Charterer or, if such event occurs before the Delivery Date, its right to terminate its obligation to charter the Vessel to the Charterer hereunder then, without prejudice to Charterer’s liability to pay amounts already due and unpaid and amounts which have accrued but which have not yet been invoiced or become due (all of which, for this purpose, remain payable), Owner shall be entitled to exercise all rights and pursue all claims to which it is then entitled in law, equity or admiralty against Charterer for compensation for all losses, damages, costs, claims, damages and expenses which it has suffered or incurred. Owner shall prosecute any such proceedings reasonably expeditiously. The Charterer Guarantee or the Letter of Credit (subject, if applicable, to its stated limit), as the case may be, shall secure Charterer’s liability in relation thereto. (ed) In circumstances where Owner has received the Original Prepaid Amount, as contemplated by either section 8.11(bsections 8.11(a) or and (c), b) and subsequently the Term then terminates pursuant to section 39.1(a), ) (b) or (c) and/or payments are made Owner’s obligation to Owner by pay the Letter of Credit Provider Prepaid Amount and interest thereon shall be suspended until the Charterer’s liability as contemplated by referred to in section 39.2(b)(iv), when 39.1(c) has been established. When the amount of Charterer’s liability to Owner in respect of all matters as referred to in section 39.1(d39.1(c) has been determined (by means of an arbitration award, court judgment or settlement agreement signed between Owner and Charterer), in case the Prepaid Amount at that time exceeds the amount of Charterer’s liability then the Owner’s liability with respect to the Prepaid Amount shall be reduced by the amount of the Charterer’s liability so that if after such reduction the Owner has any remaining liability then the Owner shall be liable to pay to Charterer an amount equal to such excess. The amount so payable by Owner to Charterer is “Surplus DrawingPrepayment”. Owner’s payment shall be made within ***** after the amount of the Surplus Drawing Prepayment has been determined (which will be when Charterer’s liability has been determined in the manner described above). (fe) If the circumstances described in section 23.2(b), (c), (d), (e) or (f) occur in relation to Charterer, which would be a Charterer Event of Default under section 39.1(c), Owner may not exercise its right to terminate the Term and withdraw the Vessel from service: (i) while Charterer continues to pay all Hire when due in full, or (ii) in contravention of any then-applicable insolvency or creditor protection laws or procedures relating to Charterer. If during a time when Charterer is subject to applicable insolvency or creditor protection procedures, or at the time when that ends and Charterer’s creditor reorganization takes effect, Charterer affirms all its obligations under this Charter and all Charterer’s payment obligations under the Charter have all been paid in the meantime when due in full, the occurrence of such Charterer Event of Default shall be waived by Owner, and the Term shall continue thereafter, without interruption (but without prejudice to Owner’s rights subsequently in case any further Charterer Event of Default may occur). However, although such insolvency or creditor protection procedures may restrain Owner from exercising its right to terminate the Term and to withdraw the Vessel from serviceservice (as the case may be), nevertheless Owner shall remain entitled (but not obliged) to demand payment under retain the Letter of Credit of the full amount for which, under the Letter of Credit, the Letter of Credit Provider may then be liable. The money received shall be applied Prepaid Amount and to apply it in prepayment of hire in the manner described in section 8.11(bsections 8.11(a) and (b). Owner shall be entitled absolutely to ownership and to retain and use all of such money subject however in such circumstances to an obligation on Owner to pay to Charterer the amount (if any) of any Surplus Drawing Prepayment when due after the end of such applicable insolvency or creditor protection procedure if the Term has then ended (whether because Charterer has disclaimed the Charter or because Owner has terminated the Term and withdrawn the Vessel from service because of Charterer’s failure to pay all Hire and other sums), and after the amount of Charterer’s liability as envisaged by section 39.1(d39.1(c) has been determined (by means of an arbitration award, court judgment or settlement agreement signed by Owner and Charterer). Owner’s payment shall be made within ***** after the amount of the Surplus Drawing Prepayment has been determined (which will be when Charterer’s liability has been determined in the manner described above).

Breach by Charterer. (a) In the event Charterer shall be in material breach of any of Charterer’s obligations arising under this Charter other than Charterer’s obligations to pay Hire when due, Owner may give Charterer written notice thereof and Charterer shall, within ***** days (or such other period as the parties may have pre-agreed or may then agree having regard to all the circumstances) of the date upon which Charterer receives such notice, remedy such breach. If Charterer fails to remedy such breach within such period of ***** days (or such other period as the parties may have pre-agreed or may then agree having regard to all the circumstances), Owner may then, but only then: (i) terminate the Term and withdraw the Vessel from service upon ***** days’ written notice from Owner to Charterer of Owner’s intention so to withdraw the Vessel; and (ii) exercise any other rights and claims it may have under this Charter and in law, equity or admiralty, including, without limitation, rights and claims in respect of termination and damages; provided always that Charterer has not fully remedied such breach prior to any such withdrawal or exercise. For the avoidance of doubt, Charterer’s failure to reinstate the level of the Letter of Credit as contemplated by section 39.2(b)(ii) is a material breach and, in relation to this condition, the parties agree that the forty-five (45) day grace period referred to above does not apply, so that breach of this condition entitles Owner immediately to terminate the Term and withdraw the Vessel. (b) In the event Charterer should fail to pay Hire when due and Charterer has not fully remedied such failure within the applicable period after notice from Owner of such failure, Owner may without further notice terminate the Term and withdraw the Vessel from service under this Charter without prejudice to the exercise of any other right or claim to which Owner may be entitled against Charterer. In circumstances where Charterer’s failure is to prepay Hire under section 8.11(a) and/or (b), which has not been remedied either by the Charterer unless such Hire or by payment has in under the meantime been settled by means of Owner making demand and receiving payment Charterer Guarantee within the applicable period after notice of such sum under the Letter of Credit failure from Owner (in which case case, the Charterer’s failure having been so duly remedied, the Owner may not exercise such right of its termination and withdrawal by reason of such non-paymentright), Owner may then without further notice terminate its obligation to deliver the Vessel under this Charter. Before Owner does this, it must make demand under the Charterer Guarantee. The applicable period of time within which such non-payment must be remedied from the time of Owner’s notice of payment failure is ***** days unless the Vessel has been Off-Hire at any time during the ***** days expiring on the date Hire was due but not paid, in which case the right to withdraw or terminate shall arise on the earlier of the date ***** days after receipt by Charterer of notice of such failure plus the number of days the Vessel was Off-Hire during the ***** days expiring on the date Hire was due but not paid, or the next Hire Payment Date; provided further if Owner fails to give notice in a timely manner such that the date ***** days after such notice is received by Charterer falls after the next Hire Payment Date then the right to withdraw shall not arise until that date ***** days after the date of such notice is received. After any such past due payment and prior to a withdrawal of the Vessel, the parties shall consult with each other about possible means of avoiding such action but in no event shall Owner be under any legal obligation to refrain from exercising its rights under this section 39.1. (cb) In case any of the events listed in sections 23.2(b)-(e23.2(b)-(e)or their equivalent for a natural person) occur in relation to Charterer, in relation to Charterer GuarantorGuarantor (for so long as he has any continuing liability under the Charterer Guarantee), or, while a Letter of Credit is then outstanding, the relevant Letter of Credit Provider (reading such sections as if all references therein to “Owner” were references to “Charterer” or, as applicable, to “Charterer Guarantor”, “Letter of Credit Provider” “ mutatis mutandis), or in case of the occurrence of the death or incapacity of the Charterer Guarantor and the failure of the Charterer to provide substitute security by way of Charterer Security within ***** days of such occurrence, then subject to section 39.1(f39.1(e) Owner may then terminate the Term and withdraw the Vessel from service immediately upon notice to Charterer or, if such event occurs before the Delivery Date, the Owner may terminate its obligation to charter the Vessel to the Charterer hereunder, in each case without prejudice to the exercise by Owner of any other right or claim to which Owner may be entitled against Charterer. (dc) Upon or at any time after the occurrence of any Charterer Event of Default in case Owner exercises its rights to withdraw the Vessel from service to Charterer or, if such event occurs before the Delivery Date, its right to terminate its obligation to charter the Vessel to the Charterer hereunder then, without prejudice to Charterer’s liability to pay amounts already due and unpaid and amounts which have accrued but which have not yet been invoiced or become due (all of which, for this purpose, remain payable), Owner shall be entitled to exercise all rights and pursue all claims to which it is then entitled in law, equity or admiralty against Charterer for compensation for all losses, damages, costs, claims, damages and expenses which it has suffered or incurred. Owner shall prosecute any such proceedings reasonably expeditiously. The Charterer Guarantee or the Letter of Credit (subject, if applicable, to its stated limit), as the case may be, shall secure Charterer’s liability in relation thereto. (ed) In circumstances where Owner has received the Original Prepaid Amount, as contemplated by either section 8.11(bsections 8.11(a) or and (c), b) and subsequently the Term then terminates pursuant to section 39.1(a), ) (b) or (c) and/or payments are made Owner’s obligation to Owner by pay the Letter of Credit Provider Prepaid Amount and interest thereon shall be suspended until the Charterer’s liability as contemplated by referred to in section 39.2(b)(iv), when 39.1(c) has been established. When the amount of Charterer’s liability to Owner in respect of all matters as referred to in section 39.1(d39.1(c) has been determined (by means of an arbitration award, court judgment or settlement agreement signed between Owner and Charterer), in case the Prepaid Amount at that time exceeds the amount of Charterer’s liability then the Owner’s liability with respect to the Prepaid Amount shall be reduced by the amount of the Charterer’s liability so that if after such reduction the Owner has any remaining liability then the Owner shall be liable to pay to Charterer an amount equal to such excess. The amount so payable by Owner to Charterer is “Surplus DrawingPrepayment”. Owner’s payment shall be made within ***** after the amount of the Surplus Drawing Prepayment has been determined (which will be when Charterer’s liability has been determined in the manner described above). (f) If the circumstances described in section 23.2(b), (c), (d), (e) or (f) occur in relation to Charterer, which would be a Charterer Event of Default under section 39.1(c), Owner may not exercise its right to terminate the Term and withdraw the Vessel from service: (i) while Charterer continues to pay all Hire when due in full, or (ii) in contravention of any then-applicable insolvency or creditor protection laws or procedures relating to Charterer. If during a time when Charterer is subject to applicable insolvency or creditor protection procedures, or at the time when that ends and Charterer’s creditor reorganization takes effect, Charterer affirms all its obligations under this Charter and all Charterer’s payment obligations under the Charter have all been paid in the meantime when due in full, the occurrence of such Charterer Event of Default shall be waived by Owner, and the Term shall continue thereafter, without interruption (but without prejudice to Owner’s rights subsequently in case any further Charterer Event of Default may occur). However, although such insolvency or creditor protection procedures may restrain Owner from exercising its right to terminate the Term and to withdraw the Vessel from serviceservice (as the case may be), nevertheless Owner shall remain entitled (but not obliged) to demand payment under retain the Letter of Credit of the full amount for which, under the Letter of Credit, the Letter of Credit Provider may then be liable. The money received shall be applied Prepaid Amount and to apply it in prepayment of hire in the manner described in section 8.11(bsections 8.11(a) and (b). Owner shall be entitled absolutely to ownership and to retain and use all of such money subject however in such circumstances to an obligation on Owner to pay to Charterer the amount (if any) of any Surplus Drawing Prepayment when due after the end of such applicable insolvency or creditor protection procedure if the Term has then ended (whether because Charterer has disclaimed the Charter or because Owner has terminated the Term and withdrawn the Vessel from service because of Charterer’s failure to pay all Hire and other sums), and after the amount of Charterer’s liability as envisaged by section 39.1(d39.1(c) has been determined (by means of an arbitration award, court judgment or settlement agreement signed by Owner and Charterer). Owner’s payment shall be made within ***** after the amount of the Surplus Drawing Prepayment has been determined (which will be when Charterer’s liability has been determined in the manner described above).