Excessive Use Indemnity. In the event that at the end of any Lease Supplement Term:
(a) Lessee elects the Sale Option; and (b) after paying to Lessor any amounts due under Section 4.5 of the Lease, including the Proceeds and the Recourse Deficiency Amount or the Applicable Percentage Amount, Lessor does not have sufficient funds to reduce such Lease Supplement Balance to zero, then Lessee shall promptly pay over to Lessor the shortfall unless Lessee delivers a report from an independent Participation Agreement appraiser in form and substance satisfactory to the Required Entities which establishes that the decline in value in the applicable System or Systems subject to such Lease Supplement was not due to the excessive use of any such Systems, failure to maintain any such Systems, modifications or restorations which reduce the value of any such Systems, any adverse change in the environmental condition of any such Systems, or any defect or exception to title to any such System or Systems and any related Equipment.
Excessive Use Indemnity. In the event that (a) Deepwater ------------------------- elects the Return Option and (b) after paying to the Charter Trustee all amounts due under Section 20.3 of the Master Charter, including Net Sales Proceeds and the Residual Guaranty Amount, the Charter Trustee has not received sufficient funds to reduce the Charter Balance (excluding any Purchasing Party Amount) to zero, then Deepwater shall deliver a report from an independent appraiser acceptable to the Majority Funding Participants establishing whether or not the decline in the fair market value of the Drillship from the anticipated fair market value of the Drillship as of the Scheduled Charter Expiration Date in the Appraiser's report delivered pursuant to Section 3.2(f) of the Original Participation Agreement was due to wear and tear on the Drillship in excess of ordinary wear and tear. Deepwater shall pay to the Charter Trustee promptly after receipt of such report an amount equal to the amount, if any, of the decline in the fair market value of the Drillship that the appraiser has attributed to such excess wear and tear; provided, however, that the amount owed -------- ------- by Deepwater pursuant to this Section 6.8 shall in no event exceed the amount of ----------- funds necessary to reduce the Charter Balance (excluding any Purchasing Party Amount) to zero and to pay all accrued and unpaid Charter Return after Deepwater's payment of all amounts due under Section 20.3 of the Master Charter. The appraiser's determination shall be absolute and final and not contested by any of the parties hereto, absent manifest error.
Excessive Use Indemnity. In the event that at the end of the Lease Term: (a) Lessee elects the Sale Option; and (b) after paying to Agent any amounts due under Section 11.3 of the Lease, Agent does not have sufficient funds to reduce the Lease Balance to zero, then Lessee shall promptly pay over to Agent the shortfall unless Lessee delivers a report from the Appraiser in form and substance satisfactory to the Required Lessors which establishes that the decline in value in each Vehicle which was sold pursuant to the Sale Option from that amount anticipated for such date in the Appraiser's report delivered with respect to such Vehicle was not due to extraordinary use, failure to maintain or replace, failure to use, workmanship or method of installation or removal or any other cause or condition within the power of Lessee to control or effect (each an Excessive Use).
Excessive Use Indemnity. In the event that at the end of the Lease Term:
(a) Lessee elects the Sale Option and (b) after paying to Agent any amounts due under Section 9.1(b) of the Lease, Proceeds and the Applicable Percentage Amount, the Lease Balance shall not have been reduced to zero, then Lessee shall promptly pay over to Agent the shortfall unless Lessee delivers a report from an independent appraiser in form and substance satisfactory to the Required Participants which establishes that the decline in value in the Units from the aggregate amount anticipated for such date in the Appraiser's report delivered with respect to each Unit on the Delivery Date was not due to the excessive use of any Unit, failure to maintain any Unit, modifications or alteration which reduce the value of any Unit, any adverse change in the environmental condition of any Unit, any defect or exception to title of any Unit or any other cause or condition within the power of Lessee to control or affect, differing from ordinary wear and tear.
Excessive Use Indemnity. In the event that at the end of the Lease Term: (a) Lessee elects the Remarketing Option; and (b) after paying to Lessor all amounts due under Sections 6.2 and 6.3 of the Lease, including Proceeds and the aggregate Guaranteed Residual Amount, Lessor does not have sufficient funds to reduce the Lease Balance to zero, then Lessee shall promptly pay over to Lessor the shortfall unless Lessee delivers a report from an independent appraiser in form and substance satisfactory to the Required Entities which establishes that the decline in value in a Property from the aggregate amount anticipated for such date in the Appraiser's report delivered with respect to such Property on or about the Documentation Date or the Acquisition Date as required herein was not due to the excessive use of such Property, failure to maintain such Property, modifications or restorations which reduce the value of the such Property, any adverse change in the environmental condition of such Property, any easements granted pursuant to Section 8.3 of the Lease or Section 3.4 of the Construction Agency Agreement which reduce the value of such Property, or any defect or exception to title of such Property or any other cause or condition within the power of Lessee to control or affect differing from ordinary wear and tear.
Excessive Use Indemnity. In the event that at the end of the Lease Term as to any Schedule: (a) Lessee elects the Sale Option; and (b) after paying to Lessor any amounts due under Paragraph 1 of the Appendix of the Lease, Proceeds and the Sale Recourse Amount, Lessor does not have sufficient funds to reduce the applicable Schedule Balance to zero, then Lessee shall promptly pay over to Lessor the shortfall unless Lessee delivers a report from the Appraiser in form and substance satisfactory to the Lessor which establishes that the decline in value in each Unit which was sold pursuant to the Sale Option from that amount anticipated for such date in the Appraiser's report delivered with respect to such Unit on the applicable Delivery Date was not due to extraordinary use, failure to maintain or replace, failure to use, workmanship or method of installation or removal or any other cause or condition within the power of Lessee to control or effect (each an "EXCESSIVE USE").
Excessive Use Indemnity. In the event that at the end of the Lease Term: (a) Lessee elects the Sale Option with respect to one or more Functional Units; and (b) after paying to the Agent any amounts due under Section 11.1(c) of the Lease, Proceeds and the Sale Recourse Amount, the Agent does not have sufficient funds to reduce the Lease Balance to zero, then the Lessee shall promptly pay over to the Agent the shortfall unless and to the extent that the Lessee delivers a report from the Appraiser in form and substance satisfactory to the Required Lessors which establishes that the decline in value in the Equipment which was sold pursuant to the Sale Option from that amount anticipated for such date in the Appraiser's report delivered with respect to such Equipment on the applicable Delivery Date was not due to extraordinary use, failure to maintain or replace, failure to use, workmanship or method of installation or removal or any other cause or condition within the power of the Lessee to control or effect.
Excessive Use Indemnity. In the event that at the end of the Lease Term: (a) Lessees elects the Sale Option; and (b) after paying to Lessor, for the benefit of the Certificate Purchasers, any amounts due under Section 11.1(c), Proceeds and the Sale Recourse Amount, the Lease Balance shall not have been reduced to zero, then Lessees shall promptly pay over to Certificate Purchasers the shortfall unless Lessees deliver a report from an independent appraiser in form and substance satisfactory to Lessor which establishes that the decline in value in the Units from the aggregate amount anticipated for such date in the Appraiser's report delivered with respect to each Unit on the Delivery Date was not due to the excessive use of any Unit, failure to maintain any Unit, modifications or alteration which reduce the value of any Unit, any adverse change in the environmental condition of any Unit, any defect or exception to title of any Unit or any other cause or condition within the power of Lessees to control or affect, differing from ordinary wear and tear.
Excessive Use Indemnity. In the event that at the end of the Lease Term: (a) Lessee elects the Sale Option; and (b) after paying to Administrative Agent any amounts due under Section 11.3 of the Lease, Administrative Agent does not have sufficient funds to reduce the Lease Balance to zero, then Lessee shall promptly pay over to Administrative Agent the shortfall unless Lessee delivers a report from the Appraiser in form and substance satisfactory to the Required Lessors which establishes that the decline in value in each item of Equipment which was sold pursuant to the Sale Option from that amount anticipated for such date in the Appraiser's report delivered with respect to such Equipment on the applicable Delivery Date was not due to extraordinary use, failure to maintain or replace, failure to use, workmanship or method of installation or removal or any other cause or condition within the power of Lessee to control or effect (each an "Excessive Use").
Excessive Use Indemnity. In the event that at the end of the Lease Term:
(a) Lessee elects the Sale Option; and (b) after paying to Lessor all amounts due under Section 6.3 of the Lease, including Proceeds and the aggregate Applicable Percentage Amount, Lessor does not have sufficient funds to reduce the Lease Balance to zero, then Lessee shall promptly pay over to Lessor the shortfall unless Lessee delivers a report from an independent appraiser in form and substance satisfactory to Lessor and the Agent which establishes that the decline in value in the Sites from the aggregate amount anticipated for such date in the Appraiser's report delivered with respect to each Site on or about the applicable Site Acquisition Date was not due to the excessive use of any Facility or any Site, failure to maintain any Facility or any Site, modifications or restorations which reduce the value of any Facility or any Site, any adverse change in the environmental condition of any Facility or any Site, any easements granted pursuant to Section 8.3 of the Lease or Section 3.4 of the Construction Agency Agreement which reduce the value of any Facility or Site or any other cause or condition within the power of Lessee to control or affect differing from ordinary wear and tear.
