Common use of Casualty Event Clause in Contracts

Casualty Event. Without prejudice to Clause 11.4(a) above, (i) Following any Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be expected to exceed U.S.$5,000,000), all Casualty Proceeds payable to or received by the Credit Parties in respect of such Casualty Event shall on the date of receipt by such Credit Party be deposited with the Collateral Agent as security for the Obligations and applied in accordance with this Agreement. (ii) If (A) no Event of Default has occurred and is continuing, (B) the applicable Credit Party reasonably believes that all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event can be completed within 270 days following such Casualty Event, and (C) during the 270-day period following such Casualty Event, the applicable Credit Party works diligently to complete all such repairs, then the Collateral Agent shall from time to time apply such Casualty Proceeds in payment for all necessary repairs to the extent that the costs of such repairs shall have been paid by a Credit Party upon receipt of satisfactory evidence of such repairs, and following completion of such repairs within 270 days after the Casualty Event and no Event of Default has occurred and is continuing, the Collateral Agent shall refund the remainder of such Casualty Proceeds (together with accrued interest thereon), if any, to the Borrower or any other appropriate Credit Party. (iii) If (A) no Event of Default has occurred and is continuing and (B) all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event or other arrangement permitted by Clause 10.2(c) shall not have been made within 270 days following such Casualty Event, then the Collateral Agent shall (1) apply the Casualty Proceeds in an amount equal to the lesser of (x) 50% of any Casualty Proceeds still held by the Collateral Agent or (y) the outstanding amount of the Loans to prepay the Swingline Loans, or if the Swingline Loans have been repaid in full, prepay the Revolving Credit Loans, or if the Revolving Credit Loans and Swingline Loans have been repaid in full, make deposits of cash cover or provide cash collateral for the Letter of Credit Exposure and (2) refund the balance (together with accrued interest thereon) to the Borrower or any other Credit Party as appropriate. (iv) If an Event of Default has occurred and is continuing, the Collateral Agent shall apply such Casualty Proceeds in accordance with Clause 32.5 (Partial Payments).

Casualty Event. Without prejudice The Borrower shall use any Casualty Proceeds aggregating less than $15,000,000 from any Casualty Event to Clause 11.4(a) above, repair the Drillship or the Rig, as applicable, so long as no Default or Event of Default shall have occurred and be continuing; provided that the Collateral Agent shall hold any such Casualty Proceeds so long as a Default or an Event of Default shall have occurred and then be continuing and (i) Following shall release such Casualty Proceeds to the Borrower to be used for such purpose when and if such Default or Event of Default shall have been cured or waived pursuant to the terms hereof or (ii) if so directed by the Borrower, shall apply such Casualty Proceeds against the Obligations, LSF Obligations and/or Swap Obligations, as set forth below in this Section 2.11(d). The Borrower shall use any Casualty Event (if Proceeds aggregating $15,000,000 or more to repair the Casualty Proceeds Drillship or the Rig, as applicable, using such contractors, plans and specifications and methods substantially in accordance with respect thereto could the Functional Requirements as reasonably be expected to exceed U.S.$5,000,000), all Casualty Proceeds payable to or received determined by the Credit Parties in respect Borrower so long as (i) (x) if such Casualty Event occurs before the Conversion Date, such repair can be completed before the Conversion Date as reasonably determined by the Borrower at such time, or (y) if such Casualty Event occurs after the Conversion Date, such repair can be completed within eighteen (18) months from the date of such Casualty Event as reasonably determined by the Borrower at such time, (ii) such Casualty Event shall on not have caused, or is not reasonably likely to cause, either of the date Amoco Contracts or the Substitute Contracts, if any, to terminate or cancel (with no obligation to pay a cancellation fee and other than pursuant to the Free Cancellation Right), (iii) if such Casualty Event occurs after the Conversion Date, the Guarantor executes and delivers a new performance guaranty of the repair thereof containing terms substantially similar to the applicable portions of the Transocean Performance Guaranty and otherwise as reasonably satisfactory to the Agent, provided that the damages for failure to perform such guaranty shall be limited to the amount of the aggregate Casualty Proceeds received by the Borrower or the Guarantor from such Casualty Event and such guaranty of repair shall be deemed satisfied when Amoco or any other Person a party to a Xxxxxxxxxx Xxxxxxxx, as applicable, shall have commenced making scheduled stated operating dayrate payments with respect to the applicable vessel after such repairs have been completed, and (iv) the Borrower shall demonstrate to the reasonable satisfaction of the Agent that it shall be able to timely pay its Obligations hereunder during the anticipated repair period as reasonably determined by the Borrower, and any "true-up" costs and expenses payable to any Swap Parties as a result of such Casualty Event and such repair period under the Interest Rate Protection Agreement as required pursuant to Section 6.10 and no Default or Event of Default shall have occurred and be continuing. If the Borrower elects not to (for any Casualty Event whose Casualty Proceeds aggregate more than $15,000,000), or is unable pursuant to the terms and conditions hereof to, repair the applicable vessel with any such Casualty Proceeds, the Borrower shall within three (3) days of receipt by such Credit Party be deposited with the Borrower, the Guarantor, the Agent, the Collateral Agent or any of the Lenders of any casualty insurance proceeds or any condemnation or other similar proceeds from any governmental authority or any other Person, make a mandatory principal prepayment of the Loans and, if applicable, the LSF Loans, in an aggregate amount such that the sum of the aggregate principal payment, plus the other amounts that will become payable as security a result of such mandatory prepayment as set forth in the following two sentences and the corresponding provisions of the Lease Securitization Facility, if any, equals the Casualty Proceeds. Each such mandatory prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses pursuant to Section 2.13. The Borrower shall also pay any "true-up" costs and expenses payable to any Swap Parties as a result of such prepayment under the Interest Rate Protection Agreement as required pursuant to Section 6.10. Each such prepayment shall be applied to the Construction Loans and then to the Tranche A Loans, or, after the Conversion Date, (i) if the Amoco Contract or the Substitute Contract, as applicable, for the Obligations vessel the subject of the Casualty Event remains in effect, to the remaining payments of the Tranche C Term Loans or the LSF Loans, as applicable, in inverse order of maturity and applied then to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in accordance with this Agreement. inverse order of maturity, or (ii) If (A) no Event of Default has occurred and is continuingif such contract does not remain in effect, (B) to the remaining Vessel Amortization Payments for the applicable Credit Party reasonably believes that all necessary repairs to vessel and the "Vessel Amortization Payments" for the applicable vessel under the Lease Securitization Facility, if applicable, ratably based on their aggregate amounts, in inverse order of maturity. Any Casualty Proceeds received at any Mortgaged Revolving Credit Facility Rig affected time by a Casualty Event can be completed within 270 days following such Casualty Event, and (C) during the 270-day period following such Casualty EventBorrower, the applicable Credit Party works diligently to complete all such repairsGuarantor, then the Agent, the Collateral Agent or any of the Lenders shall (i) if received by any Person other than the Collateral Agent, forthwith be turned over to the Collateral Agent, or (ii) if received by the Collateral Agent (or turned over to the Collateral Agent pursuant to clause (i)), be applied as directed by the Borrower from time to time apply such Casualty Proceeds in payment for all necessary repairs to the extent that payment of Obligations (including, without limitation, to the costs mandatory prepayment provided for in this Section 2.11(d)), to the payment of such repairs shall have been paid by LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility as a Credit Party upon receipt of satisfactory evidence of such repairs, and following completion of such repairs within 270 days after the Casualty Event and no Event of Default has occurred and is continuing, the Collateral Agent shall refund the remainder result of such Casualty Proceeds (together with accrued interest thereonEvent), if any, to the Borrower payment of Swap Obligations or any other appropriate Credit Party. (iii) If (A) no Event to the payment of Default has occurred and is continuing and (B) all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event costs incurred in connection with the repair of the Drillship or other arrangement permitted by Clause 10.2(c) shall not have been made within 270 days following such Casualty Eventthe Rig, then the Collateral Agent shall (1) apply the as applicable, if undertaken in accordance with this Section 2.11(d). Any Casualty Proceeds in an amount equal to the lesser of (x) 50% of any Casualty Proceeds still held by the Collateral Agent (i) if the Borrower elects to undertake the repair of the Drillship or the Rig, as applicable, after such repair is completed as evidenced by (x) a certificate from the Borrower certifying the completion of such repair in form and substance reasonably satisfactory to the Agent, and (y) prior to the outstanding amount Conversion Date, if the construction of the vessel is then complete, an Amoco Letter of Acceptance with respect thereto, or (ii) if the Borrower elects (for any Casualty Event whose Casualty Proceeds aggregate more than $15,000,000) not to, or is unable pursuant to the terms and conditions hereof to, undertake the repair of the Drillship or the Rig, as applicable, after the partial mandatory prepayment of (x) the Loans to prepay provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the Swingline LSF Loans, or if any, required to be made under the Swingline Loans have been repaid in fullLease Securitization Facility as a result of such Casualty Event is made and after payment of any "true-up" costs and expenses payable by the Borrower to any Swap Party as a result of such prepayment under the Interest Rate Protection Agreement as required pursuant to Section 6.10 as a result of such Casualty Event, prepay shall be released by the Revolving Credit Loans, or if the Revolving Credit Loans and Swingline Loans have been repaid in full, make deposits of cash cover or provide cash collateral for the Letter of Credit Exposure and (2) refund the balance (together with accrued interest thereon) Collateral Agent to the Borrower or any other Credit Party as appropriateupon demand. (iv) If an Event of Default has occurred and is continuing, the Collateral Agent shall apply such Casualty Proceeds in accordance with Clause 32.5 (Partial Payments).

Casualty Event. Without prejudice to Clause 11.4(a) above, (i) Following any Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be expected to exceed U.S.$5,000,000), all Casualty Proceeds payable to or received by the Credit Parties in respect of such Casualty Event shall on the date of receipt by such Credit Party be deposited with the Collateral Agent as security for the Obligations and applied in accordance with this Agreement. (ii) If (A) Upon the occurrence of a Casualty Event, if (1) no Event of Default has occurred and is continuing, (B2) the applicable Credit Loan Party reasonably believes that all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event can be completed commenced within 270 90 days following such Casualty EventEvent and completed within 180 days thereafter, and (C3) during the 270such 180-day period following commencement of such Casualty Eventrepairs, the applicable Credit Loan Party works diligently to complete all such repairs, then the Collateral Agent applicable Loan Party shall from time hold such Casualty Proceeds in a bank account subject to time an Account Control Agreement and shall apply such Casualty Proceeds in payment for all necessary repairs to the extent that the costs of such repairs shall have been paid by a Credit Party upon receipt of satisfactory evidence of such repairs, and following completion of such repairs within 270 180 days after the Casualty Event commencement of such repairs and if no Event of Default has occurred and is continuing, the Collateral Agent shall refund applicable Loan Party may retain the remainder of such Casualty Proceeds (together with accrued interest thereon), if any, and shall give notice to the Borrower or any other appropriate Credit Party. (iii) Lenders thereof. If (A) no Event of Default has occurred and is continuing and (B) all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event or other arrangement permitted by Clause 10.2(c) shall not have been made within 270 180 days following commencement of such Casualty Eventrepairs, then the Collateral Agent applicable Borrower shall (1) apply prepay the Casualty Proceeds Advances in an amount equal to the lesser of (x) 50100% of any the remaining Casualty Proceeds still held by Proceeds, and such prepayment shall be applied to the Advances in accordance with Section 2.07(c)(vi), and the Collateral Agent or (y) the outstanding amount of the Loans to prepay the Swingline Loans, or if the Swingline Loans have been repaid in full, prepay the Revolving Credit Loans, or if the Revolving Credit Loans and Swingline Loans have been repaid in full, make deposits of cash cover or provide cash collateral for the Letter of Credit Exposure and (2) refund the balance (together with accrued interest thereon) shall give notice to the Borrower or any other Credit Party as appropriateLenders thereof. (ivB) If Upon the occurrence of a Casualty Event, if an Event of Default has occurred and is continuing, any Casualty Proceeds shall be delivered to the Collateral Agent which shall apply such Casualty Proceeds to the Advances in accordance with Clause 32.5 (Partial PaymentsSection 2.07(c)(vi). (C) Notwithstanding anything to the contrary in the other Loan Documents, all insurance payments in respect of any liability of the Loan Parties to third Persons or damage to Property of third Persons by any Loan Party shall be paid by the underwriter of such Insurance Policy directly to the Person to whom such liability is owed or directly to the applicable Loan Party to reimburse it for any loss, damage or expense incurred by it in connection with the event or condition giving rise to such liability.

Casualty Event. Without prejudice (a) If, before the Closing, all or any portion of the tangible assets of the Company (the “Company Systems”) are damaged or destroyed in whole or in part (the portion of the Company Systems so damaged or destroyed, the “Damaged Portion”), as a result of any event following the date hereof and prior to Clause 11.4(athe Closing (a “Casualty Event”), Contributor shall notify Acquirer promptly in writing (a “Casualty Event Notice”) above, of the Casualty Event. The Casualty Event Notice shall include: (i) Following any a reasonable description of the facts and circumstances surrounding the Casualty Event; (ii) Contributor’s preliminary assessment of the effect of the Casualty Event on the Company Systems; (if iii) Contributor’s preliminary assessment of whether, and the Casualty Proceeds with respect thereto could reasonably be expected extent to exceed U.S.$5,000,000)which, all Casualty Proceeds payable to or received by the Credit Parties in respect any Losses sustained as a result of such Casualty Event shall on the date are covered by one or more of receipt by such Credit Party be deposited with the Collateral Agent as security for the Obligations Contributor’s insurance policies then in effect; and applied in accordance with this Agreement(iv) Contributor’s election pursuant to Section 5.16(b), if applicable. (iib) If (Ai) no Event of Default has occurred and is continuing, (B) Contributor reasonably expects the applicable Credit Party reasonably believes that all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by Damaged Portion resulting from a Casualty Event can be completed within 270 days following fully remedied and (ii) the Uninsured Casualty Loss Amount resulting from such Casualty Event is greater than $5,000,000 but less than $50,000,000, then Contributor may elect, by written notice to Acquirer, to (x) remedy such Damaged Portion or (y) reduce the amount of the Purchase Price by such Uninsured Casualty Loss Amount. If, with respect to any Casualty Event, Contributor elects to remedy the Damaged Portion resulting therefrom or reduce the Purchase Price pursuant to this Section 5.16(b), then such Casualty Event shall have no effect for purposes of determining whether Acquirer’s conditions to Closing set forth in Section 7.2 have been fulfilled. If, with respect to such Casualty Event, Contributor elects neither to remedy the Damaged Portion resulting therefrom nor reduce the Purchase Price pursuant to this Section 5.16(b), then such Casualty Event shall be taken into account for purposes of determining whether Acquirer’s conditions to Closing set forth in Section 7.2 have been fulfilled. (c) If Contributor elects to remedy the Damaged Portion pursuant to Section 5.16(b): (i) Contributor shall promptly commence and diligently remedy such Damaged Portion at its sole cost and expense; (Cii) during Contributor shall be entitled to all of the 270-day period following insurance proceeds to which Contributor or any of its Affiliates are entitled with respect to such Casualty Event, ; and (iii) the applicable Credit Party works diligently Closing and the Outside Date shall be delayed and extended for such reasonable time as is necessary for Contributor to complete all any such repairs, then the Collateral Agent shall from time to time apply such Casualty Proceeds in payment for all necessary repairs to the extent that the costs of such repairs shall have been paid by a Credit Party upon receipt of satisfactory evidence of such repairs, and following completion of such repairs within 270 days after the Casualty Event and no Event of Default has occurred and is continuing, the Collateral Agent shall refund the remainder of such Casualty Proceeds (together with accrued interest thereon), if any, to the Borrower repair or any other appropriate Credit Partyrestoration. (iiid) If (A) no Event of Default has occurred and is continuing and (B) all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by the Uninsured Casualty Loss Amount resulting from a Casualty Event or other arrangement permitted by Clause 10.2(c) shall not have been made within 270 days following such Casualty Eventis in excess of $50,000,000, then the Collateral Agent shall (1) apply the Casualty Proceeds in an amount equal either Party can terminate this Agreement by written notice to the lesser of other Party, unless the Parties agree to a mutually acceptable reduction in the Purchase Price. If the Uninsured Casualty Loss Amount resulting from a Casualty Event is $5,000,000 or less, then: (xi) 50% neither Party’s rights or obligations under this Agreement shall be affected in any way; (ii) there will not be a breach of any Casualty Proceeds still held representation or warranty by the Collateral Agent or (y) the outstanding amount Contributor as a result of the Loans to prepay Damaged Portion; (iii) neither Party will have any right of termination under this Agreement as a result of the Swingline Loans, or if the Swingline Loans have been repaid in full, prepay the Revolving Credit Loans, or if the Revolving Credit Loans Damaged Portion; and Swingline Loans have been repaid in full, make deposits of cash cover or provide cash collateral for the Letter of Credit Exposure and (2) refund the balance (together with accrued interest thereon) to the Borrower or any other Credit Party as appropriate. (iv) If an Event of Default has occurred and is continuing, there shall be no change to the Collateral Agent shall apply such Casualty Proceeds in accordance with Clause 32.5 (Partial Payments)Purchase Price pursuant to this Section 5.16.

Casualty Event. Without prejudice If between the Effective Date and Closing, a Casualty Event shall occur with respect to Clause 11.4(aany one or more of the Properties (such Properties, collectively, the “Affected Casualty Properties”), Landmark shall be required to provide PRLP with prompt written notice of such occurrence and PRLP may elect, within ten (10) above, Business Days of receipt of such notice, to terminate this Agreement with respect to the Affected Casualty Properties only, in which event (a) the Allocated Deposit for each of the Affected Casualty Properties shall be returned to PRLP, (b) the Parties shall have no further obligations or liabilities under this Agreement or the Tax Protection Agreement with respect to the Affected Casualty Properties (provided, however, that the liabilities and obligations of the Parties hereunder with respect to the remainder of the Properties shall remain in full force and effect and unmodified) and (c) such Property shall be designated as a Kick-Out Property. If between the Effective Date and Closing (i) Following any Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be expected to exceed U.S.$5,000,000), all Casualty Proceeds payable to or received by the Credit Parties in respect of such a Casualty Event shall on the date of receipt by such Credit Party be deposited occur with the Collateral Agent as security for the Obligations respect to any Affected Casualty Properties and applied PRLP has elected not to terminate this Agreement in accordance with this Agreement. Section 7.2 with respect to such Affected Casualty Properties and to proceed to Closing, or (ii) If (A) no Event of Default a casualty has occurred and is continuing, (B) the applicable Credit Party reasonably believes with respect to one or more Properties that all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by does not constitute a Casualty Event can (provided Landmark shall be completed within 270 days following required to provide PRLP with prompt written notice of such Casualty Eventoccurrence in any event), subject to the rights of Existing Lender under the Existing Debt and the terms and provisions of the Ground Leases and Tenant Leases, all insurance proceeds and/or awards attributable to any such casualty (and not used for restoration or repair) shall be assigned to PRLP at Closing, including any proceeds of any business interruption insurance attributable to the period of time from and after the Closing Date, and Landmark agree that they will not make any adjustment or settlement of any such insurance claim without PRLP’s prior consent, not to be unreasonably withheld, conditioned or delayed (C) during and Landmark shall provide a credit against the 270-day period following such Casualty Event, Allocated Transaction Value for the applicable Credit Party works diligently to complete all such repairs, then the Collateral Agent shall from time to time apply such Casualty Proceeds in payment for all necessary repairs to the extent that the costs of such repairs shall have been paid by a Credit Party upon receipt of satisfactory evidence of such repairs, and following completion of such repairs within 270 days after the Casualty Event and no Event of Default has occurred and is continuing, the Collateral Agent shall refund the remainder of such Casualty Proceeds (together with accrued interest thereon), if any, to the Borrower or any other appropriate Credit Party. (iii) If (A) no Event of Default has occurred and is continuing and (B) all necessary repairs to any Mortgaged Revolving Credit Facility Rig Properties affected by a Casualty Event or other arrangement permitted by Clause 10.2(c) shall not have been made within 270 days following such Casualty Event, then casualty in the Collateral Agent shall (1) apply the Casualty Proceeds in an amount equal to the lesser of (x) 50% of any Casualty Proceeds still held by the Collateral Agent applicable Insurance Deductible payable in connection therewith and agree that it will not make any adjustment or (y) the outstanding amount settlement of the Loans any such insurance claim without PRLP’s prior consent, not to prepay the Swingline Loansbe unreasonably withheld, conditioned or if the Swingline Loans have been repaid in full, prepay the Revolving Credit Loans, or if the Revolving Credit Loans and Swingline Loans have been repaid in full, make deposits of cash cover or provide cash collateral for the Letter of Credit Exposure and (2) refund the balance (together with accrued interest thereon) to the Borrower or any other Credit Party as appropriate. (iv) If an Event of Default has occurred and is continuing, the Collateral Agent shall apply such Casualty Proceeds in accordance with Clause 32.5 (Partial Paymentsdelayed).

Casualty Event. Without prejudice The Borrower shall use any Casualty Proceeds aggregating less than $15,000,000 from any Casualty Event to Clause 11.4(a) above, repair the Drillship or the Rig, as applicable, so long as no Default shall have occurred and be continuing, provided that the Collateral Agent shall hold any such Casualty Proceeds so long as a Default shall have occurred and then be continuing and (i) Following shall release such Casualty Proceeds to the Borrower to be used for such repair when and if such Default shall have been cured or waived pursuant to the terms hereof or (ii) if so directed by the Borrower, shall apply such Casualty Proceeds against the Obligations, Transocean Contract Obligations and/or Swap Obligations as set forth below in this Section 2.5(d). The Borrower shall use any Casualty Event (if Proceeds aggregating $15,000,000 or more to repair the Casualty Proceeds Drillship or the Rig, as applicable, using such contractors, plans and specifications and methods substantially in accordance with respect thereto could the Functional Requirements as reasonably be expected to exceed U.S.$5,000,000), all Casualty Proceeds payable to or received determined by the Credit Parties in respect Borrower so long as (i) such repair can be completed within eighteen (18) months from the date of such Casualty Event shall on as reasonably determined by the date of receipt by Borrower at such Credit Party be deposited with the Collateral Agent as security for the Obligations and applied in accordance with this Agreement. time, (ii) If (A) no such Casualty Event of Default has occurred shall have not caused, and is continuingnot reasonably likely to cause, (B) either of the applicable Credit Party reasonably believes that all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event can be completed within 270 days following such Casualty Event, and (C) during Amoco Contracts or the 270-day period following such Casualty Event, the applicable Credit Party works diligently to complete all such repairs, then the Collateral Agent shall from time to time apply such Casualty Proceeds in payment for all necessary repairs to the extent that the costs of such repairs shall have been paid by a Credit Party upon receipt of satisfactory evidence of such repairs, and following completion of such repairs within 270 days after the Casualty Event and no Event of Default has occurred and is continuing, the Collateral Agent shall refund the remainder of such Casualty Proceeds (together with accrued interest thereon)Substitute Contracts, if any, to terminate or cancel (with no obligation to pay a cancellation fee and other than pursuant to the Free Cancellation Right), (iii) Transocean executes and delivers a new performance guaranty of the repair thereof containing terms substantially similar to the applicable portions of the Transocean Performance Guaranty and otherwise as reasonably satisfactory to the Agent, provided that the damages for failure to perform such guaranty shall be limited to the amount of the aggregate Casualty Proceeds received by the Borrower or Transocean from such Casualty Event and such guaranty of repair shall be deemed satisfied when Amoco or any other appropriate Credit Party. Person party to a Substitute Contract, as applicable, shall have commenced making scheduled stated operating dayrate payments with respect to the applicable vessel after such repairs have been completed, and (iiiiv) If (Athe Borrower shall demonstrate to the reasonable satisfaction of the Agent that it shall be able to timely pay its Obligations hereunder during the anticipated repair period as reasonably determined by the Borrower, and any "true up" costs and expenses payable to any Swap Parties as a result of such Casualty Event and such repair period under the Interest Rate Protection Agreement as required pursuant to Section 7.1(j) and no Event of Default has shall have occurred and is continuing and be continuing. If the Borrower elects not to (B) all necessary repairs to for any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event whose Casualty Proceeds aggregate more than $15,000,000), or other arrangement permitted by Clause 10.2(c) shall not have been made within 270 days following is unable pursuant to the terms and conditions hereof to, repair the applicable vessel with any such Casualty EventProceeds, then the Borrower shall within three (3) days of receipt by the Borrower, Transocean, the Agent, the Collateral Agent or any of the Lenders of any casualty insurance proceeds or any condemnation or other similar proceeds from any governmental authority or any other Person, make a mandatory principal prepayment of the Loans and/or Transocean Contracts Loans, as determined below, in an aggregate amount such that the sum of the aggregate principal payment, plus the other amounts that will become payable as a result of such mandatory prepayment as set forth in the following two sentences and the corresponding provisions of the Transocean Contracts Loan Agreement, equals the Casualty Proceeds. Each such mandatory prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans and Transocean Contracts Loans prepaid and any Early Payment Fee then due pursuant to Section 2.8(b) or the comparable provision of the Transocean Contracts Loan Agreement. So long as the Amoco Contract or the Substitute Contract, as applicable, for the vessel subject to such Casualty Event remains in effect, each such prepayment shall be applied to the Transocean Contracts Loans in inverse order of maturity and, only after their payment in full, to the Loans in inverse order of maturity (and, with respect to such particular remaining Scheduled Principal Payment to which such prepayment is so allocated, shall be further suballocated between the two Vessel Amortization Payments comprising each such Scheduled Principal Payment, ratably according to the amount of each such Vessel Amortization Payment). If the Amoco Contract or the Substitute Contract, as applicable, for such vessel subject to the Casualty Event does not remain in effect, such prepayment shall be applied ratably to the Vessel Amortization Payments for the applicable vessel and the "Vessel Amortization Payments" under the Transocean Contracts Loan Agreement for the applicable vessel, ratably based on their aggregate amounts, in inverse order of their maturities. Any Casualty Proceeds received at any time by the Borrower, Transocean, the Agent, the Collateral Agent or any of the Lenders shall (1i) apply if received by any such Person other than the Collateral Agent, forthwith be turned over to the Collateral Agent, or (ii) if received by the Collateral Agent (or turned over to the Collateral Agent pursuant to clause (i)), be applied as directed by the Borrower from time to time to the payment of amounts payable hereunder and/or under the Transocean Contracts Loan Agreement (including, without limitation, to the mandatory prepayment provided for in this Section 2.5(d), if any) and/or Swap Obligations, or to the payment of costs incurred in connection with the repair of the Drillship or the Rig, as applicable, if undertaken in accordance with this Section 2.5(d)). Any Casualty Proceeds in an amount equal to the lesser of (x) 50% of any Casualty Proceeds still held by the Collateral Agent or (y) after any such repair is completed, as evidenced by a certificate from the outstanding amount Borrower certifying the completion of such repair in form and substance reasonably satisfactory to the Loans to prepay Agent, shall be released by the Swingline Loans, or if the Swingline Loans have been repaid in full, prepay the Revolving Credit Loans, or if the Revolving Credit Loans and Swingline Loans have been repaid in full, make deposits of cash cover or provide cash collateral for the Letter of Credit Exposure and (2) refund the balance (together with accrued interest thereon) Collateral Agent to the Borrower or any other Credit Party as appropriateupon demand. (iv) If an Event of Default has occurred and is continuing, the Collateral Agent shall apply such Casualty Proceeds in accordance with Clause 32.5 (Partial Payments).

Casualty Event. Without prejudice to Clause 11.4(a) above, In the event of damage or destruction of the Property through a casualty event which makes the Property totally or partially unusable by Tenant for the intended purposes (i) Following any Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be expected to exceed U.S.$5,000,000a “Casualty”), all Casualty Proceeds payable then (a) if there is one (1) year or less left in the then current Term of this Lease, then either Tenant or Landlord may terminate this Lease by written notice to or received by the Credit Parties other, and (b) if more than one (1) year is left on the then current Term of this Lease, then this Lease shall continue in respect effect provided that Landlord and Tenant determine, in their reasonable judgment that adequate insurance proceeds will be available to rebuild the Property and that such rebuilding can be accomplished in no more than one hundred eighty (180) days, otherwise this Lease shall automatically terminate as of such Casualty Event shall on the date of receipt by the Casualty and Base Rent and Additional Rent shall be apportioned as of the date of the Casualty and the parties shall have no further liability to each other under this Lease. In the event neither Landlord nor Tenant elect to terminate this Lease, then Landlord shall rebuild the Property in a diligent and timely manner as soon as possible, but in no event longer than such Credit Party be deposited with the Collateral Agent as security for the Obligations and applied in accordance with this Agreement. (ii) If (A) no Event of Default has occurred and is continuing, (B) the applicable Credit Party reasonably believes that all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event can be completed within 270 days following such Casualty Event, and (C) during the 270180-day period following such Casualty Eventpursuant to plans and specifications to be approved by Tenant, which approval shall not be unreasonably withheld or delayed. Notwithstanding the applicable Credit Party works diligently foregoing, Tenant shall have the right to complete all such repairsterminate this Lease, then upon thirty (30) days’ written notice to Landlord, in the Collateral Agent shall event of a Casualty, and any of the following occurs: (i) the time required for substantial completion of restoration is reasonably estimated to take more two hundred seventy (270) days from time to time apply the date of the Casualty; (ii) Landlord has not commenced repairs and/or restoration within ninety (90) days from the date of such Casualty Proceeds in payment for all necessary (provided Landlord has received insurance proceeds); or (iii) Landlord has not completed repairs to the extent that the costs and/or restoration within one hundred eighty (180) days after commencement of such repairs or restoration; upon which Base Rent and Additional Rent shall have been paid by a Credit Party upon receipt of satisfactory evidence of such repairs, and following completion of such repairs within 270 days after the Casualty Event and no Event of Default has occurred and is continuing, the Collateral Agent shall refund the remainder of such Casualty Proceeds (together with accrued interest thereon), if any, to the Borrower or any other appropriate Credit Party. (iii) If (A) no Event of Default has occurred and is continuing and (B) all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event or other arrangement permitted by Clause 10.2(c) shall not have been made within 270 days following such Casualty Event, then the Collateral Agent shall (1) apply the Casualty Proceeds in an amount equal to the lesser of (x) 50% of any Casualty Proceeds still held by the Collateral Agent or (y) the outstanding amount be apportioned as of the Loans to prepay date of the Swingline Loans, or if the Swingline Loans have been repaid in full, prepay the Revolving Credit Loans, or if the Revolving Credit Loans and Swingline Loans have been repaid in full, make deposits of cash cover or provide cash collateral for the Letter of Credit Exposure and (2) refund the balance (together with accrued interest thereon) to the Borrower or any other Credit Party as appropriateCasualty. (iv) If an Event of Default has occurred and is continuing, the Collateral Agent shall apply such Casualty Proceeds in accordance with Clause 32.5 (Partial Payments).

Casualty Event. Without prejudice to Clause 11.4(a) above, (i) Following If any Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be expected to exceed U.S.$5,000,000), all Casualty Proceeds payable to or received by the Credit Parties in ) occurs with respect of such Casualty Event shall on the date of receipt by such Credit Party be deposited with the Collateral Agent as security for the Obligations and applied in accordance with this Agreement. (ii) If (A) no Event of Default has occurred and is continuing, (B) the applicable Credit Party reasonably believes that all necessary repairs to any Mortgaged Revolving Credit Facility Rig and the Security Maintenance Ratio is at least 2.0 to 1.0 (calculated with respect to the Market Values set forth in the related Additional Appraisal Report and both with and without giving effect to or credit for any Casualty Proceeds but giving effect to and credit for the Mortgaged Revolving Credit Facility Rig as affected by a such Casualty Event), then the Total Revolving Commitments shall be reduced by an amount equal to (A) the Total Revolving Commitments in effect immediately prior to such Casualty Event can be completed within 270 days multiplied by (B) the Appraised Value Percentage of the affected Mortgaged Revolving Credit Facility Rig, effective on the 90th day following the occurrence of such Casualty Event, unless on or before the 90th day following such Casualty Event, (1) the Credit Party who owned such affected Mortgaged Revolving Credit Facility Rig shall have made all repairs to the Mortgaged Revolving Credit Facility Rig that are necessary to restore such Mortgaged Revolving Credit Facility Rig to the use and condition of such Mortgaged Revolving Credit Facility Rig prior to such Casualty Event in the sole discretion of the Collateral Agent (Cacting on the instruction of the Required Revolving Lenders), or (2) during the 270-Parent Company or one of its Subsidiaries shall have replaced such affected Mortgaged Revolving Credit Facility Rig with an offshore drilling rig of the same or superior type, class and value (as verified by a written appraisal report prepared by an Approved Rigbroker setting forth the Market Value of such replacement rig) as the affected Mortgaged Revolving Credit Facility Rig or with another offshore drilling rig reasonably acceptable to the Collateral Agent (acting on the instruction of the Required Revolving Lenders) and for which the Collateral Agent has received a written appraisal report prepared by an Approved Rigbroker setting forth the Market Value of such replacement rig and granted an Acceptable Security Interest pursuant to a Rig Mortgage in relation thereto (together with any required amendments to any applicable Security Agreement and such evidence of corporate authority to enter into and such legal opinions in relation to such Security Documents as the Collateral Agent may reasonably request). (ii) If any Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be expected to exceed U.S.$5,000,000) occurs with respect to any Mortgaged Revolving Credit Facility Rig and the Security Maintenance Ratio is at least 2.0 to 1.0 (calculated with respect to the Market Values set forth in the related Additional Appraisal Report and with giving effect to or credit for the Mortgaged Revolving Credit Facility Rig affected by such Casualty Event or any related Casualty Proceeds) but the Security Maintenance Ratio is less than 2.0 to 1.0 (calculated with respect to the Market Values set forth in the related Additional Appraisal Report and without giving effect to or credit for the Mortgaged Revolving Credit Facility Rig affected by such Casualty Event or any related Casualty Proceeds), then the Total Revolving Commitments shall be reduced by an amount equal to (A) the Total Revolving Commitments in effect immediately prior to such Casualty Event multiplied by (B) the Appraised Value Percentage of the affected Mortgaged Revolving Credit Facility Rig, effective on the 30th day period following the occurrence of such Casualty Event, unless on or before the 30th day following such Casualty Event, (1) the applicable Credit Party works diligently who owned such affected Mortgaged Revolving Credit Facility Rig shall have repaired such affected Mortgaged Revolving Credit Facility Rig in the manner described in Clause 10.2(c)(i)(1) above, or (2) the Parent Company or one of its Subsidiaries shall have replaced such affected Mortgaged Revolving Credit Facility Rig in the manner described in Clause 10.2(c)(i)(2) above and complied with the ancillary matters referred to complete all therein. (iii) If any Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be expected to exceed U.S.$5,000,000) occurs with respect to any Mortgaged Revolving Credit Facility Rig and the Security Maintenance Ratio is less than 2.0 to 1.0 (calculated with respect to the Market Values set forth in the related Additional Appraisal Report and both with and without giving effect to or credit for any Casualty Proceeds but giving effect to and credit for the Mortgaged Revolving Credit Facility Rig affected by such repairsCasualty Event), then the Collateral Agent Total Revolving Commitments shall from time first be reduced pursuant to time apply Clause 10.2(a)(ii) above and then be reduced by an amount equal to (A) the Total Revolving Commitments in effect after giving effect to the reduction pursuant to Clause 10.2(a)(ii) above multiplied by (B) the Appraised Value Percentage of the affected Mortgaged Revolving Credit Facility Rig, effective on the 30th day following the occurrence of such Casualty Event, unless on or before the 30th day following such Casualty Event, (1) the Credit Party who owned such affected Mortgaged Revolving Credit Facility Rig shall have repaired such affected Mortgaged Revolving Credit Facility Rig in the manner described in Clause 10.2(c)(i)(1) above, or (2) the Parent Company or one of its Subsidiaries shall have replaced such affected Mortgaged Revolving Credit Facility Rig in the manner described in Clause 10.2(c)(i)(2) above and complied with the ancillary matters referred to therein. (iv) Any reduction in the Revolving Commitments under this Clause 10.2(c) shall be reinstated if, on or before the 270th day following such Casualty Event, (1) the Credit Party who owned such affected Mortgaged Revolving Credit Facility Rig shall have repaired such affected Mortgaged Revolving Credit Facility Rig in the manner described in Clause 10.2(c)(i)(1) above, or (2) the Parent Company or one of its Subsidiaries shall have replaced such affected Mortgaged Revolving Credit Facility Rig in the manner described in Clause 10.2(c)(i)(2) above and complied with the ancillary matters referred to therein. (v) Notwithstanding the foregoing, if any Casualty Event (if the Casualty Proceeds in payment for all necessary repairs with respect thereto could reasonably be expected to exceed U.S.$5,000,000) occurs with respect to any Mortgaged Revolving Credit Facility Rig and the Security Maintenance Ratio is less than 2.0 to 1.0 (calculated with respect to the extent that Market Values set forth in the costs of related Additional Appraisal Report and either with or without giving effect to or credit for any Casualty Proceeds but giving effect to and credit for the Mortgaged Revolving Credit Facility Rig as affected by such repairs shall have been paid by a Credit Party upon receipt of satisfactory evidence of such repairs, Casualty Event) and following completion of such repairs within 270 days after the Casualty Event and no an Event of Default (other than any Event of Default as a result of the failure to maintain a Security Maintenance Ratio of at least 2.0 to 1.0 as a result of such Casualty Event) has occurred and is continuing, the Collateral Agent shall refund reduction of the remainder of such Casualty Proceeds (together with accrued interest thereon), if any, Total Revolving Commitments referred to the Borrower or any other appropriate Credit Party. (iii) If (A) no Event of Default has occurred and is continuing and (B) all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event or other arrangement permitted by in Clause 10.2(c) shall not have been made within 270 days following take effect immediately on the receipt of the related Additional Appraisal Report required to be delivered as a result of such Casualty Event, then the Collateral Agent shall (1) apply the Casualty Proceeds in an amount equal to the lesser of (x) 50% of any Casualty Proceeds still held by the Collateral Agent or (y) the outstanding amount of the Loans to prepay the Swingline Loans, or if the Swingline Loans have been repaid in full, prepay the Revolving Credit Loans, or if the Revolving Credit Loans and Swingline Loans have been repaid in full, make deposits of cash cover or provide cash collateral for the Letter of Credit Exposure and (2) refund the balance (together with accrued interest thereon) to the Borrower or any other Credit Party as appropriate. (iv) If an Event of Default has occurred and is continuing, the Collateral Agent shall apply such Casualty Proceeds in accordance with Clause 32.5 (Partial Payments).

Casualty Event. Without prejudice to Clause 11.4(a(1) above, (i) Following In the event that all or any portion of the Leasehold Premises is damaged or destroyed by fire, tornado or other casualty, it shall be deemed a “Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be expected to exceed U.S.$5,000,000), all Casualty Proceeds payable to or received by the Credit Parties in respect of such Casualty Event shall on the date of receipt by such Credit Party be deposited with the Collateral Agent as security for the Obligations and applied in accordance with this AgreementEvent”. (ii2) If (A) no Event of Default has occurred and is continuing, (B) In the applicable Credit Party reasonably believes event that all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected or substantially all of the Leasehold Building should be damaged or destroyed by a Casualty Event can be completed within 270 days following such Casualty Event(a “Total Casualty”), and Tenant shall either: (Ci) during proceed with reasonable diligence to restore the 270-day period following such Casualty Event, Shell Structure (defined below) of the applicable Credit Party works diligently Leasehold Building to complete all such repairs, then substantially the Collateral Agent shall from time to time apply such Casualty Proceeds same condition in payment for all necessary repairs which it was immediately prior to the extent that occurrence of the costs of such repairs shall have been paid by Total Casualty (“Shell Restoration”); or (ii) make a Credit Party upon receipt of satisfactory evidence of such repairs, and following completion of such repairs within 270 days after the Casualty Event and no Event of Default has occurred and payment to Landlord in an amount which is continuing, the Collateral Agent shall refund the remainder of such Casualty Proceeds (together with accrued interest thereon), if any, equal to the Borrower Shell Value (defined below) (the “Total Casualty Payoff”) and provide for demolition and removal of any structures or any other appropriate Credit Partyimprovements remaining on the Leasehold Real Property, which demolition shall be performed with reasonable diligence, in a workmanlike manner and in compliance with all applicable laws and governmental regulations (the “Demolition”). (iii3) If (A) no Event Upon occurrence of Default has occurred and is continuing and (B) all necessary repairs to any Mortgaged Revolving Credit Facility Rig affected by a Casualty Event or other arrangement permitted which does not constitute a Total Casualty (a “Partial Casualty”), Tenant shall restore the Leasehold Premises in accordance with its obligations under Section 5.01 (“Partial Casualty Restoration”), and any insurance proceeds received by Clause 10.2(c) Landlord with regard to such Partial Casualty shall not have been made within 270 days following be released to Tenant provided that Landlord is given reasonable assurances that such proceeds will be utilized to complete the Partial Casualty Event, then Restoration. All such insurance proceeds which exceed the Collateral Agent shall (1) apply cost of the Casualty Proceeds Restoration shall become the property of Tenant upon completion of the Partial Casualty Restoration. (4) Upon occurrence of a Total Casualty: (i) if Tenant elects to perform the Shell Restoration in an amount equal accordance with subparagraph (2), Landlord shall make the insurance proceeds received by Landlord with regard to such Total Casualty (“Total Casualty Proceeds”) available to Tenant for completion of the lesser of Shell Restoration provided that Landlord is given reasonable assurances that such proceeds will be utilized to complete the Shell Restoration (x) 50% of any with all Total Casualty Proceeds still held by remaining after completion of the Collateral Agent or Shell Restoration to be the property of Tenant); and (yii) if Tenant elects to provide for the outstanding Total Casualty Payoff and Demolition in accordance with subparagraph (2), Landlord shall apply Total Casualty Proceeds as follows: (aa) first towards satisfaction of the Total Casualty Payoff; (bb) after the Total Casualty Payoff has been satisfied, the Total Casualty Proceeds shall then be made available to Tenant for completion of the Demolition provided that Landlord is given reasonable assurances that such proceeds will be utilized to complete the Demolition; and (cc) all remaining Total Casualty Proceeds shall become the property of Tenant upon completion of the Demolition. In the event that Tenant elects to provide for the Total Casualty Payoff and Demolition, Tenant shall be responsible for the entire Total Casualty Payoff and shall remain responsible to complete the Demolition notwithstanding the amount of the Loans to prepay the Swingline Loans, or if the Swingline Loans have been repaid in full, prepay the Revolving Credit Loans, or if the Revolving Credit Loans and Swingline Loans have been repaid in full, make deposits of cash cover or provide cash collateral for the Letter of Credit Exposure and (2) refund the balance (together with accrued interest thereon) to the Borrower or any other Credit Party as appropriateTotal Casualty Proceeds. (iv5) If an Event Upon occurrence of Default has occurred a Casualty, Tenant shall remain liable for all rent and is continuing, other obligations which it may have under the Collateral Agent Lease except as otherwise set forth by this Section 8.02. (6) The party carrying such insurance against loss or damage to the Leasehold Building shall apply control the loss settlement process relating to such Casualty Proceeds in accordance with Clause 32.5 (Partial Payments)insurance.