Lessor's covenants etc. 5.2.1 The Lessor covenants to PPC that unless and until the leasing of the Haewene Brim Equipment terminates hereunder (other than through the acts or omissions of any party to the Transaction Documents (other than the Lessor), or any of such party's agents or representatives, acting as agent or representative of the Lessor) the Lessor will not, otherwise than pursuant to its rights under any of the Lease Documents or which may exist under any applicable law (and then subject to any restrictions on the exercise of those rights under the Lease Documents), and except as may be required by law, interfere with the quiet use, operation, possession and quiet enjoyment of the Haewene Brim Equipment by PPC. PPC acknowledges that the covenants by the Lessor contained in this clause 5.2.1 and in clause 5.2.2 are the only covenants by the Lessor in respect of quiet enjoyment and are in substitution for, and to the exclusion of, any other covenant for quiet enjoyment which may have otherwise been given or implied at law or otherwise, all of which are hereby expressly excluded and waived by PPC. 5.2.2 The Lessor covenants with PPC that, subject to the proviso in this clause 5.2.2, unless and until the leasing of the Haewene Brim Equipment terminates hereunder the Lessor shall not create or permit to arise or suffer to exist any Lien on the Haewene Brim Equipment which arises solely from, or solely as a result of: (a) any claim against or affecting the Lessor that is not related to, or does not arise directly or indirectly as a result of, the transactions contemplated by this Agreement or any of the other Transaction Documents or the Other Transaction Documents; or (b) any act or omission of the Lessor that is not related to, or does not arise directly or indirectly as a result of, the transactions contemplated by this Agreement or any of the other Transaction Documents or the Other Transaction Documents; or (c) any Taxes imposed upon the Lessor, other than those in respect of which the Lessor is required to be indemnified against by PPC or by any other person under this Agreement or under any of the other Transaction Documents or the Other Transaction Documents; or (d) any act or omission of the Lessor (but not of any party to the Transaction Documents or the Other Transaction Documents (other than the Lessor) or any of such party's agents or representatives acting as agent or representatives of the Lessor) constituting a breach by the Lessor of its express and specific obligations under this Agreement or the other Lease Documents or the Other Lease Documents; or (e) any act or omission of the Lessor which constitutes the wilful misconduct of the Lessor, PROVIDED THAT if any of (a),(b)(c),(d) or (e) above applies to any Lien, the Lessor shall not be liable to pay or discharge the same, or the amount of the same or remove the same, if adequate reserves for the payment of such amount have been provided and such Lien is being disputed by the Lessor in good faith and in a manner effectively staying such Lien. 5.2.3 If the Lessor creates or permits to arise or suffers to exist any Lien on the Haewene Brim Equipment which arises as a result of the circumstances set out in sub-clause (b) above and the proviso in sub-paragraph (b) does not apply, the Lessor hereby authorises PPC, as the agent of the Lessor, to discharge such Liens and agrees that (in accordance with normal English law on principal and agent relationships) the Lessor (as principal) shall reimburse PPC (as agent) for all costs and expenses lawfully and properly incurred by PPC in discharging such Liens.
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Samples: Lease Agreement (Bluewater Offshore Production Systems Usa Inc), Lease Agreement (Bluewater Offshore Production Systems Usa Inc)
Lessor's covenants etc. 5.2.1 (a) The Lessor covenants to PPC the Lessee that unless and until throughout the leasing of Lease Period the Haewene Brim Equipment terminates hereunder Lessor (other than through the acts or omissions of any party to the Transaction Documents (other than the Lessor)Security Party, or any of such partySecurity Party's agents or representatives, acting as agent or representative of the Lessor) the Lessor will not, otherwise than pursuant to its rights under any of the Relevant Lease Documents or which may exist under any applicable law (and then subject to as a result of the occurrence of any restrictions on the exercise of those rights under the Lease Documents), Termination Event which is continuing and except as may be required by lawlaw or any ruling or recommendation of any Government Entity compliance of which is customary for the Lessor, interfere with the quiet use, operation, possession and quiet enjoyment of the Haewene Brim Equipment Vessel by PPCthe Lessee. PPC The Lessee acknowledges that the covenants covenant by the Lessor contained in this clause 5.2.1 Clause 5.2(a) is, as between the Lessor and in clause 5.2.2 are the only covenants Lessee, the sole covenant by the Lessor in respect of quiet enjoyment and are is in substitution for, and to the exclusion of, any other covenant for quiet enjoyment which may have otherwise been given or implied at law or otherwise, all of which are hereby expressly excluded and waived by PPCthe Lessee. The provisions of this Clause 5.2(a) are, however, without prejudice to the Lessor's obligations under Clause 5.2(b).
5.2.2 (b) The Lessor covenants with PPC the Lessee that, subject to the proviso in this clause 5.2.2Clause 5.2(b), unless and until throughout the leasing of the Haewene Brim Equipment terminates hereunder Lease Period the Lessor shall not create or permit to arise or suffer to exist any Lien on the Haewene Brim Equipment Vessel which arises solely from, or solely as a result of:
(ai) any claim against or affecting the Lessor (including any claim in relation to any other vessel of which the Lessor is the beneficial owner) and chartered by it otherwise than to the Lessee or any other member of the Guarantor's Group that is not related to, or does not arise directly or indirectly as a result of, the transactions contemplated by this Agreement or any of the other Transaction Documents or the Other Transaction Lease Documents; or
(bii) any act or omission of the Lessor that is not related to, or does not arise directly or indirectly as a result of, the transactions contemplated by this Agreement or any of the other Transaction Documents or the Other Transaction Lease Documents; or
(ciii) any Taxes imposed upon the Lessor, other than those in respect of which the Lessor is required to be indemnified against by PPC the Lessee or by any other person under this Agreement or under any of the other Transaction Documents or the Other Transaction Lease Documents; or
(div) any act or omission of the Lessor (but not of any party to the Transaction Documents or the Other Transaction Documents (other than the Lessor) Security Party or any of such partySecurity Party's agents or representatives acting as agent or representatives of the Lessor) constituting a breach by the Lessor of its express and specific obligations under this Agreement or the other Lease Documents or the Other Relevant Lease Documents; or
(ev) any act or omission of the Lessor which constitutes the wilful misconduct of or recklessness by the Lessor, PROVIDED THAT if any of (a),(b)(c),(di),(ii),(iii),(iv) or (ev) above applies to any Lien, the Lessor shall not be liable to pay or discharge the same, or the amount of the same or remove the same, if adequate reserves for the payment of such amount have been provided and such Lien is being disputed by the Lessor or any other person on its behalf in good faith and in a manner effectively staying such Lien.Lien and the continued existence of such Lien does not involve any reasonable likelihood of the arrest of the Vessel or the sale, forfeiture or loss of, or any interest in, the Vessel (or any part thereof) and without prejudice to the foregoing, if the Vessel is at any time during the Lease Period:
5.2.3 If (i) arrested, seized, taken into custody or otherwise detained by any court or other tribunal or by any Government Entity; or
(ii) subjected to distress by reason of any process, claim, the exercise of any rights conferred by a Lien or by any other action whatsoever in either event arising out of the use or operation of any other vessel for the time being operated by the Lessor creates or permits owned or chartered in by the Lessor which vessel is not chartered to arise the Lessee or suffers to exist any Lien on the Haewene Brim Equipment which arises as a result other member of the circumstances set out Guarantor's Group (and if the Lessor fails in sub-clause accordance with its aforementioned obligations to secure the release of the Vessel or fails to discharge the liability in respect of which the Vessel has been arrested, seized, taken into custody, detained or subjected to distress as aforesaid), the Lessee shall be entitled:
(a) to act as agent for the Lessor for the purpose of securing the release of the Vessel;
(b) above to discharge such liability; and (c) to be indemnified by the Lessor and held harmless against all direct losses (including loss of hire) and expenses so incurred by it.
(c) The Lessor acknowledges that it shall not be entitled to, and covenants with the Lessee that it shall not, serve a notice upon a Payment Bank in accordance with clause 5.4 of the Payment Agreement to which such Payment Bank is a party (the "RELEVANT PAYMENT AGREEMENT") unless any of the following shall have occurred:
(i) a Termination Event; or
(ii) an Acceleration Notice has been given; or
(iii) a Total Loss of the Vessel; or
(iv) the Lessee shall have given a notice to the Lessor under Clause 6.4, 21.4(A), 21.4(B), 21.4(C) 21.4(D) or 21.4(E); or
(v) the circumstances described in clause 5.5 of the Relevant Payment Agreement; or
(vi) a Payment Bank Event of Default with respect to such Payment Bank (which event and any notice served by the Lessor on a Payment Bank as a consequence thereof shall, for the avoidance of doubt, not have any effect on the rights and obligations of the Lessor or the Lessee under this Agreement and the proviso other Lessor Documents).
(d) The Lessor covenants with the Lessee that if the circumstances described in sub-paragraph clause 5.1, 5.2 or 5.3 of either Payment Agreement occur and:
(bi) the relevant Payment Bank does not applyexercise its rights pursuant to such clause 5.1, 5.2 or, as the case may be 5.3 to make the payment described in clause 5.7 of the relevant Payment Agreement to the Lessor or at the Lessor's direction; and
(ii) the Lessor does not exercise its rights pursuant to clause 5.6 of the relevant Payment Agreement to require the relevant Payment Bank to make the payment described in such clause 5.7 to the Lessor or at its direction, or to a Replacement Payment Bank (as such term is defined in clause 5.4 of the relevant Payment Agreement), then upon receiving a written request from the Lessee, the Lessor hereby authorises PPC, as will exercise its rights pursuant to such clause 5.6 to require the agent of relevant Payment Bank to make the Lessor, payment described in such clause 5.7 either to discharge such Liens and agrees that (in accordance with normal English law on principal and agent relationships) the Lessor or at its direction (it being acknowledged that the Lessor shall be entitled to decide as principalto where the payment is to be made in this regard) shall reimburse PPC (as agent) for all costs and expenses lawfully and properly incurred or to an entity proposed by PPC in discharging such Liensthe Lessee to be the "REPLACEMENT PAYMENT BANK".
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Lessor's covenants etc. 5.2.1 (a) The Lessor covenants to PPC the Lessee that unless and until throughout the leasing of Lease Period the Haewene Brim Equipment terminates hereunder Lessor (other than through the acts or omissions of any party to the Transaction Lease Documents (other than the Lessor), or any of such party's agents or representatives, acting as agent or representative of the Lessor) the Lessor will not, otherwise than pursuant to its rights under any of the Lease Documents or which may exist under any applicable law (and then subject to any restrictions on the exercise of those rights under the Lease Documents), and except as may be required by lawlaw or any ruling or recommendation of any Government Entity compliance with which is customary for the Lessor, interfere with the quiet use, operation, possession and quiet enjoyment of the Haewene Brim Equipment Vessel by PPCthe Lessee. PPC The Lessee acknowledges that the covenants covenant by the Lessor contained in this clause 5.2.1 Clause 5.2(a) and in clause 5.2.2 are Clause 5.2(b) is the only covenants sole covenant by the Lessor in respect of quiet enjoyment and are is in substitution for, and to the exclusion of, any other covenant for quiet enjoyment which may have otherwise been given or implied at law or otherwise, all of which are hereby expressly excluded and waived by PPCthe Lessee.
5.2.2 (b) The Lessor covenants with PPC the Lessee that, subject to the proviso in this clause 5.2.2Clause 5.2(b), unless and until throughout the leasing of the Haewene Brim Equipment terminates hereunder Lease Period the Lessor shall not create or permit to arise or suffer to exist any Vessel Lien on the Haewene Brim Equipment Vessel which arises solely from, or solely as a result of:
(ai) any claim against or affecting the Lessor that is not related to, or does not arise directly or indirectly as a result of, the transactions contemplated by this Agreement or any of the other Transaction Documents or the Other Transaction Lease Documents; or
(bii) any act or omission of claim for Taxes against the Lessor that is not related to, or does not arise directly or indirectly as a result of, the transactions contemplated by this Agreement or any of the other Transaction Documents or the Other Transaction Documents; or
(c) any Taxes imposed upon the Lessor, other than those Taxes in respect of which the Lessor is required to be reimbursed, indemnified against or otherwise compensated by PPC the Lessee or by any other person under this Agreement or under any of pursuant to the other Transaction Documents or the Other Transaction Lease Documents; or;
(diii) any act or omission of the Lessor (but not of any party to the Transaction Documents or the Other Transaction Lease Documents (other than the Lessor) or any of such party's agents agents, employees or representatives acting as agent or representatives of the Lessor) constituting a breach by the Lessor of its express and specific obligations under this Agreement or the other Lease Documents or the Other Lease Documents; or
(eiv) any act or omission of the Lessor which constitutes the wilful misconduct of the Lessor or recklessness of the Lessor with knowledge of the probable consequences (but in each case excluding any act, omission or recklessness of any party to the Lease Documents (other than the Lessor), or any of such party's agents, employees or representatives, acting as agent or representative of the Lessor), PROVIDED THAT if any of (a),(b)(c),(di), (ii), (iii) or (eiv) above applies to any Vessel Lien, the Lessor shall not be liable to pay or discharge the same, or the amount of the same or remove the same, if adequate reserves for the payment of such amount have been provided and such Vessel Lien is being disputed by the Lessor in good faith and in a manner effectively staying such Vessel Lien.
5.2.3 If the Lessor creates or permits to arise or suffers to exist any Lien on the Haewene Brim Equipment which arises as a result of the circumstances set out in sub-clause (b) above and the proviso in sub-paragraph (b) does not apply, the Lessor hereby authorises PPC, as the agent of the Lessor, to discharge such Liens and agrees that (in accordance with normal English law on principal and agent relationships) the Lessor (as principal) shall reimburse PPC (as agent) for all costs and expenses lawfully and properly incurred by PPC in discharging such Liens.
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