Common use of Standstill Obligations Clause in Contracts

Standstill Obligations. 10.1 Each of the Parties (other than Option Holder) respectively undertakes that it shall (promptly upon becoming aware of the same) notify Option Holder in writing of the occurrence of any Enforcement Event, providing reasonable detail in such notice as to the circumstances surrounding such event (the “Enforcement Event Notice”), together with any such other information relating thereto as Option Holder may reasonably require. The date such Enforcement Event Notice is provided to Option Holder is the “Relevant Date”. 10.2 Owner undertakes that, for the period commencing on the occurrence of any Enforcement Event and ending ***** days after the Relevant Date (such period, the “Standstill Period”), it shall not exercise any Enforcement Rights (other than in connection with any proceedings required to protect the rights of Owner under the Applicable Agreements in respect of the Vessel where third parties have commenced proceedings against the Vessel or the Sub-Lessee); provided that, if the Enforcement Event relates to a payment default by Lessee under the Lease, all Hire and Fees due and payable under the Charter Documents during the Standstill Period are paid to such account as may be directed from time to time by Owner, and provided further, however, that such undertaking shall not apply where: (a) there has occurred and is continuing an Event of Charterer’s Default, as defined in the Charter, or an Event of Customer’s Default, as defined in the OSA, subject to any cure and notice periods as provided in the respective Charter Document; or (b) Option Holder confirms in writing that it does not intend to exercise its rights to purchase the Vessel pursuant to this Agreement at any time during the Standstill Period; or (c) the Vessel has become an actual, agreed, arranged or constructive total loss. 10.3 Each of the Parties (other than Option Holder) hereby respectively acknowledges and agrees that Option Holder shall be permitted to exercise the Purchase Option at any time during the Option Period, including without limitation, at any time when a Standstill Period is in effect. 10.4 Upon exercise by Option Holder of the Option: (a) Option Holder undertakes to promptly provide a copy of the Option Notice to each of the other Parties, and to provide any further information relating to the purchase of the Vessel pursuant to this Agreement as such Parties may reasonably require; (b) Owner undertakes (promptly, upon written request therefor) to provide to Lessee and Option Holder written confirmation of the Required Amount (if applicable); (c) Owner undertakes to cooperate with Option Holder and to do all such things as Option Holder may reasonably request to give effect to this Agreement and to complete the sale and transfer of the Vessel from Owner to Buyer as contemplated by this Agreement and the Option Notice; and (d) each of the Parties (other than Option Holder) respectively agrees that it shall not be permitted to exercise any Enforcement Right for a period of ninety five (95) days after the Option Date (other than in connection with any proceedings required to protect the rights of Owner under the Applicable Agreements in respect of the Vessel where third parties have commenced proceedings against the Vessel or the Sub-Lessee); provided that, if the Enforcement Event relates to a payment default by Lessee under the Lease, all Hire and Fees due and payable under the Charter Documents during such period are paid to such account as may be directed from time to time by Owner, and provided, however, that such undertaking shall not apply where: (i) there has occurred and is continuing an Event of Charterer’s Default, as defined in the Charter, or an Event of Customer’s Default, as defined in the OSA, subject to any cure and notice periods as provided in the respective Charter Document; or (ii) the Vessel has become an actual, agreed, arranged or constructive total loss. 10.5 Owner acknowledges and agrees that the exercise by it of any Security Right is conditional on the applicable transferee, novatee or assignee (a “Third Party”) first agreeing, in terms acceptable to Option Holder, to acknowledge and be bound by the terms of this Agreement provided, however, that such undertaking shall not apply where there has occurred and is continuing an Event of Charterer’s Default, as defined in the Charter, or an Event of Customer’s Default, as defined in the OSA, subject to any cure and notice periods as provided in the respective Charter Document or if the Vessel shall be disposed of as a consequence of third parties having commenced proceedings against the Vessel or the Sub-Lessee. 10.6 Upon any Security Rights becoming exercisable by Owner, it shall provide ***** (or such lesser period as may be permitted under the QEA) prior written notice to Option Holder of its intention to exercise such rights provided, however, that such undertaking shall not apply where there has occurred and is continuing an Event of Charterer’s Default, as defined in the Charter, or an Event of Customer’s Default, as defined in the OSA, subject to any cure and notice periods as provided in the respective Charter Document. Such notice shall contain reasonable detail of the action Owner proposes to take, including (if applicable) the identity of any Third Party to whom the ownership and/or management of the Vessel is to be transferred. 10.7 If Owner takes any proceedings required to protect its rights under the Applicable Agreements in respect of the Vessel where third parties have commenced proceedings against the Vessel or the Sub-Lessee, as permitted by Clauses 10.2 and 10.4, it shall notify Option Holder in writing of such proceedings as soon as possible after making its decision to take such proceedings.

Standstill Obligations. 10.1 Each of the Parties (other than Option Holder) respectively undertakes that it shall (promptly upon becoming aware of the same) notify Option Holder in writing of the occurrence of any Enforcement Event, providing reasonable detail in such notice as to the circumstances surrounding such event (the “Enforcement Event Notice”), together with any such other information relating thereto as Option Holder may reasonably require. The date such Enforcement Event Notice is provided to Option Holder is the “Relevant Date”. 10.2 Owner Applicable Owner, Security Agent and Second Mortgagee each respectively undertakes that, for the period commencing on the occurrence of any Enforcement Event and ending ***** days after the Relevant Date (such period, the “Standstill Period”), it shall not exercise any Enforcement Rights (other than in connection with any proceedings required to protect the rights of Owner the Applicable Owner, Security Agent or Second Mortgagee under the Applicable Agreements in respect of the Vessel where third parties have commenced proceedings against the Vessel or the Sub-Lessee); provided that, if the Enforcement Event relates to a payment default by Lessee under the LeaseLease or the Loan Agreement or a default under the Second Mortgage, all Hire and Fees due and payable under the Charter Documents during the Standstill Period are paid to such account as may be directed from time to time by Ownerthe Security Agent, Applicable Owner or Second Mortgagee, and provided further, however, that such undertaking shall not apply where: (a) there has occurred and is continuing an Event of Charterer’s Default, as defined in the Charter, or an Event of Customer’s Default, as defined in the OSA, subject to any cure and notice periods as provided in the respective Charter Document; or (b) Option Holder confirms in writing that it does not intend to exercise its rights to purchase the Vessel pursuant to this Agreement at any time during the Standstill Period; or (c) the Vessel has become an actual, agreed, arranged or constructive total loss. 10.3 Each of the Parties (other than Option Holder) hereby respectively acknowledges and agrees that Option Holder shall be permitted to exercise the Purchase Option at any time during the Option Period, including without limitation, at any time when a Standstill Period is in effect. 10.4 Upon exercise by Option Holder of the Option: (a) Option Holder undertakes to promptly provide a copy of the Option Notice to each of the other Parties, and to provide any further information relating to the purchase of the Vessel pursuant to this Agreement as such Parties may reasonably require; (b) Applicable Owner undertakes (promptly, upon written request therefor) to provide to Lessee and Option Holder written confirmation of the Required Amount (if applicable); (c) Applicable Owner undertakes to cooperate with Option Holder and to do all such things as Option Holder may reasonably request to give effect to this Agreement and to complete the sale and transfer of the Vessel from Applicable Owner to Buyer as contemplated by this Agreement and the Option Notice; and (d) each of the Parties (other than Option Holder) respectively agrees that it shall not be permitted to exercise any Enforcement Right for a period of ninety five (95) days after the Option Date (other than in connection with any proceedings required to protect the rights of the Applicable Owner or Security Agent or Second Mortgagee under the Applicable Agreements in respect of the Vessel where third parties have commenced proceedings against the Vessel or the Sub-Lessee); provided that, if the Enforcement Event relates to a payment default by Lessee under the LeaseLease or the Loan Agreement or Security Agreement, all Hire and Fees due and payable under the Charter Documents during such period are paid to such account as may be directed from time to time by OwnerSecurity Agent or Applicable Owner or Second Mortgagee, and provided, however, that such undertaking shall not apply where: (i) there has occurred and is continuing an Event of Charterer’s Default, as defined in the Charter, or an Event of Customer’s Default, as defined in the OSA, subject to any cure and notice periods as provided in the respective Charter Document; or (ii) the Vessel has become an actual, agreed, arranged or constructive total loss. 10.5 Upon payment by Option Holder or Buyer to Applicable Owner acknowledges of an amount equal to the Option Price, Security Agent and agrees that the exercise by it of any Security Right is conditional on the applicable transferee, novatee or assignee Second Mortgagee (a “Third Party”) first agreeing, in terms acceptable to Option Holder, to acknowledge and be bound by the terms of this Agreement provided, however, that such undertaking shall not apply where there has occurred and is continuing an Event of Charterer’s Default, as defined in the Charter, or an Event of Customer’s Default, as defined in the OSA, subject to any cure and notice periods as provided in the respective Charter Document or if the Vessel shall be disposed of as a consequence of third parties having commenced proceedings against the Vessel or the Sub-Lessee. 10.6 Upon any Security Rights becoming exercisable by Owner, it if applicable) shall provide ***** (or such lesser period promptly take all actions and do all things as may be permitted under the QEA) prior written notice to required by Option Holder of or Buyer (at Lessee’s expense) to release any Encumbrance in its intention favour in relation to exercise such rights providedthe Vessel, however, that such undertaking shall not apply where there has occurred and is continuing an Event of Charterer’s Default, as defined in the Charter, whether arising by or an Event of Customer’s Default, as defined in the OSA, subject pursuant to any cure Applicable Agreement or otherwise, including, without limitation, the executing and notice periods as provided in the respective Charter Document. Such notice shall contain reasonable detail of the action Owner proposes to take, including (if applicable) the identity delivery of any Third Party additional agreement, document, instrument, notice or anything else that may be required by applicable law in order to whom the ownership and/or management effect release of the Vessel is to be transferredany such Encumbrance. 10.7 If Owner takes any proceedings required to protect its rights under the Applicable Agreements in respect of the Vessel where third parties have commenced proceedings against the Vessel or the Sub-Lessee, as permitted by Clauses 10.2 and 10.4, it shall notify Option Holder in writing of such proceedings as soon as possible after making its decision to take such proceedings.