Common use of Casualty Event Clause in Contracts

Casualty Event. The Borrower shall use any Casualty Proceeds aggregating less than $15,000,000 from any Casualty Event to 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) 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 Proceeds aggregating $15,000,000 or more to repair the Drillship or the Rig, as applicable, using such contractors, plans and specifications and methods substantially in accordance with the Functional Requirements as reasonably determined by the 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 not have caused, or is not reasonably likely to cause, either of the 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 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 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 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 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 then to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in inverse order of maturity, or (ii) if such contract does not remain in effect, to the remaining Vessel Amortization Payments for the applicable 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 time by the Borrower, the Guarantor, 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 to the payment of Obligations (including, without limitation, to the mandatory prepayment provided for in this Section 2.11(d)), to the payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility as a result of such Casualty Event), if any, to the payment of 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 2.11(d). Any Casualty Proceeds 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 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 provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the LSF Loans, if any, required to be made under the Lease 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, shall be released by the Collateral Agent to the Borrower upon demand.

Casualty Event. The Borrower (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 the Closing (a “Casualty Event”), Contributor shall use any Casualty Proceeds aggregating less than $15,000,000 from any notify Acquirer promptly in writing (a “Casualty Event to repair Notice”) of the Drillship or the Rig, as applicable, so long as no Default or Casualty Event. The Casualty Event of Default Notice 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 include: (i) shall release such a reasonable description of the facts and circumstances surrounding the 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 Event; (ii) if so directed by Contributor’s preliminary assessment of the Borrower, shall apply such Casualty Proceeds against effect of the Obligations, LSF Obligations and/or Swap Obligations, as set forth below in this Section 2.11(d). The Borrower shall use any Casualty Proceeds aggregating $15,000,000 or more to repair the Drillship or the Rig, as applicable, using such contractors, plans and specifications and methods substantially in accordance with the Functional Requirements as reasonably determined by the Borrower so long as (i) (x) if such Casualty Event occurs before on 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 not have caused, or is not reasonably likely to cause, either of the 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), Company Systems; (iii) if such Casualty Event occurs after the Conversion Date, the Guarantor executes and delivers a new performance guaranty Contributor’s preliminary assessment 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 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as applicable, shall have commenced making scheduled stated operating dayrate payments with respect to the applicable vessel after such repairs have been completedwhether, and (iv) the Borrower shall demonstrate extent 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 Borrowerwhich, and any "true-up" costs and expenses payable to any Swap Parties Losses sustained as a result of such Casualty Event are covered by one or more of Contributor’s insurance policies then in effect; and such repair period under the Interest Rate Protection Agreement as required (iv) Contributor’s election pursuant to Section 6.10 5.16(b), if applicable. (b) If (i) Contributor reasonably expects the Damaged Portion resulting from a Casualty Event can be fully remedied and no Default (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 of Default shall have occurred 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; (ii) Contributor shall be continuingentitled to all of the insurance proceeds to which Contributor or any of its Affiliates are entitled with respect to such Casualty Event; and (iii) the Closing and the Outside Date shall be delayed and extended for such reasonable time as is necessary for Contributor to complete any such repair or restoration. (d) If the Uninsured Casualty Loss Amount resulting from a Casualty Event is in excess of $50,000,000, then either Party can terminate this Agreement by written notice to the other Party, unless the Parties agree to a mutually acceptable reduction in the Purchase Price. If the Borrower elects not to (for any Uninsured Casualty Loss Amount resulting from a Casualty Event whose Casualty Proceeds aggregate more than is $15,000,000)5,000,000 or less, then: (i) neither Party’s rights or is unable pursuant to the terms and conditions hereof to, repair the applicable vessel with obligations under this Agreement shall be affected in any such Casualty Proceeds, the Borrower shall within three way; (3ii) days of receipt by the Borrower, the Guarantor, the Agent, the Collateral Agent or any of the Lenders there will not be a breach of any casualty insurance proceeds representation 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 warranty by Contributor as a result of such mandatory prepayment as set forth in the following two sentences and the corresponding provisions Damaged Portion; (iii) neither Party will have any right 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 termination under this Agreement as a result of such prepayment under the Interest Rate Protection Agreement as required Damaged Portion; and (iv) there shall be no change to the Purchase Price 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 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 then to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in inverse order of maturity, or (ii) if such contract does not remain in effect, to the remaining Vessel Amortization Payments for the applicable 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 time by the Borrower, the Guarantor, 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 to the payment of Obligations (including, without limitation, to the mandatory prepayment provided for in this Section 2.11(d)), to the payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility as a result of such Casualty Event), if any, to the payment of 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 2.11(d). Any Casualty Proceeds 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 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 provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the LSF Loans, if any, required to be made under the Lease 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, shall be released by the Collateral Agent to the Borrower upon demand5.16.

Casualty Event. The Borrower shall use any Casualty Proceeds aggregating less than $15,000,000 from any Casualty Event to 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) shall release such Casualty Proceeds to the Borrower to be used for such purpose repair 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 Transocean Contract Obligations and/or Swap Obligations, Obligations as set forth below in this Section 2.11(d2.5(d). The Borrower shall use any Casualty Proceeds aggregating $15,000,000 or more to repair the Drillship or the Rig, as applicable, using such contractors, plans and specifications and methods substantially in accordance with the Functional Requirements as reasonably determined by the 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 have not have caused, or and is not reasonably likely to cause, either of the 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 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 the Guarantor Transocean from such Casualty Event and such guaranty of repair shall be deemed satisfied when Amoco or any other Person a 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 (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-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 7.1(j) 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 the Borrower, the GuarantorTransocean, 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 andand/or Transocean Contracts Loans, if applicable, the LSF Loansas 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 Lease Securitization Facility, if anyTransocean 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 applicable breakage fees and funding losses Early Payment Fee then due pursuant to Section 2.132.8(b) or the comparable provision of the Transocean Contracts Loan Agreement. The Borrower shall also pay any "true-up" costs and expenses payable to any Swap Parties So long 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 vessel the subject of the to such Casualty Event remains in effect, each such prepayment shall be applied to the remaining payments of the Tranche C Term Transocean Contracts Loans or the LSF Loans, as applicable, in inverse order of maturity and then and, only after their payment in full, to the remaining payments of the Tranche B Term Loans, if any are then outstanding, Loans in inverse order of maturitymaturity (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 (ii) if the Substitute Contract, as applicable, for such contract vessel subject to the Casualty Event does not remain in effect, such prepayment shall be applied ratably to the remaining Vessel Amortization Payments for the applicable vessel and the "Vessel Amortization Payments" under the Transocean Contracts Loan Agreement for the applicable vessel under the Lease Securitization Facility, if applicablevessel, ratably based on their aggregate amounts, in inverse order of maturitytheir maturities. Any Casualty Proceeds received at any time by the Borrower, the GuarantorTransocean, the Agent, the Collateral Agent or any of the Lenders shall (i) 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 Obligations amounts payable hereunder and/or under the Transocean Contracts Loan Agreement (including, without limitation, to the mandatory prepayment provided for in this Section 2.11(d)), to the payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility as a result of such Casualty Event2.5(d), if any) and/or Swap Obligations, to the payment of 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 2.11(d2.5(d)). Any Casualty Proceeds held by the Collateral Agent (i) if the Borrower elects to undertake the repair of the Drillship or the Rig, as applicable, after any such repair is completed 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 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 provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the LSF Loans, if any, required to be made under the Lease 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, shall be released by the Collateral Agent to the Borrower upon demand.

Casualty Event. The Borrower 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 (a “Casualty”), 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 the other, and (b) if more than one (1) year is left on the then current Term of this Lease, then this Lease shall use any continue in 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 the date of the Casualty Proceeds aggregating less than $15,000,000 from any and Base Rent and Additional Rent shall be apportioned as of the date of the Casualty Event to repair and the Drillship or the Rig, as applicable, so long as no Default or Event of Default parties shall have occurred 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 be continuing; provided that the Collateral Agent shall hold any timely manner as soon as possible, but in no event longer than such 180-day period following such Casualty Proceeds so long as a Default pursuant to plans and specifications to be approved by Tenant, which approval shall not be unreasonably withheld or an Event of Default delayed. Notwithstanding the foregoing, Tenant shall have occurred the right to terminate this Lease, upon thirty (30) days’ written notice to Landlord, in the event of a Casualty, and then be continuing and any of the following occurs: (i) shall release such Casualty Proceeds the time required for substantial completion of restoration is reasonably estimated to take more two hundred seventy (270) days from the Borrower to be used for such purpose when and if such Default or Event date of Default shall have been cured or waived pursuant to the terms hereof or Casualty; (ii) if so directed by the Borrower, shall apply such Casualty Proceeds against the Obligations, LSF Obligations Landlord has not commenced repairs and/or Swap Obligations, as set forth below in this Section 2.11(d). The Borrower shall use any Casualty Proceeds aggregating $15,000,000 or more to repair the Drillship or the Rig, as applicable, using such contractors, plans and specifications and methods substantially in accordance with the Functional Requirements as reasonably determined by the Borrower so long as restoration within ninety (i90) (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 days from the date of such Casualty Event as reasonably determined by the Borrower at such time, (ii) such Casualty Event shall not have caused, provided Landlord has received insurance proceeds); or is not reasonably likely to cause, either of the 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 Landlord has not completed repairs and/or restoration within one hundred eighty (180) days after commencement of such Casualty Event occurs after the Conversion Date, the Guarantor executes repairs or restoration; upon which Base Rent and delivers a new performance guaranty Additional Rent shall be apportioned as of the repair thereof containing terms substantially similar to the applicable portions date 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 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 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 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 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 then to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in inverse order of maturity, or (ii) if such contract does not remain in effect, to the remaining Vessel Amortization Payments for the applicable 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 time by the Borrower, the Guarantor, 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 to the payment of Obligations (including, without limitation, to the mandatory prepayment provided for in this Section 2.11(d)), to the payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility as a result of such Casualty Event), if any, to the payment of 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 2.11(d). Any Casualty Proceeds 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 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 provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the LSF Loans, if any, required to be made under the Lease 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, shall be released by the Collateral Agent to the Borrower upon demandCasualty.

Casualty Event. The Borrower shall use any Casualty Proceeds aggregating less than $15,000,000 from Without prejudice to Section 2.6(c)(i) above, (A) Following any Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be expected to repair exceed U.S.$5,000,000), all Casualty Proceeds payable to or received by the Drillship or Credit Parties in respect of such Casualty Event shall on the Rig, date of receipt by such Credit Party be deposited with the Collateral Agent as applicable, so long as security for the Obligations and applied in accordance with this Agreement. (B) If (1) no Default or Event of Default shall have has occurred and is continuing, (2) the applicable Credit Party reasonably believes that all necessary repairs to any Mortgaged Term Loan Facility Rig affected by a Casualty Event can be continuing; provided that completed within 270 days following such Casualty Event, and (3) during such 270-day period following such Casualty Event, the applicable Credit Party works diligently to complete all such repairs, then 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) shall release such Casualty Proceeds from time 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 time apply such Casualty Proceeds against in payment for all necessary repairs to the Obligationsextent that the costs of such repairs shall have been paid by a Credit Party upon receipt of satisfactory evidence of such repairs, LSF Obligations and/or Swap Obligations, as set forth below in this Section 2.11(d). The Borrower shall use any Casualty Proceeds aggregating $15,000,000 or more to repair the Drillship or the Rig, as applicable, using and following completion of such contractors, plans and specifications and methods substantially in accordance with the Functional Requirements as reasonably determined by the 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 repairs within 270 days 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 not have caused, or is not reasonably likely to cause, either of the 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 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 if no Default or Event of Default shall have has occurred and be is 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 the Borrower, the Guarantor, the Agent, the Collateral Agent or any of shall refund 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 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 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 then to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in inverse order of maturity, or (ii) if such contract does not remain in effect, to the remaining Vessel Amortization Payments for the applicable 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 time by the Borrower, the Guarantor, 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 to the payment of Obligations (including, without limitation, to the mandatory prepayment provided for in this Section 2.11(d)), to the payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility as a result remainder of such Casualty EventProceeds (together with accrued interest thereon), if any, to the payment Borrower or other appropriate Credit Party. (C) If (1) no Event of 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 2.11(d). Any Casualty Proceeds 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 Default has occurred and 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, continuing and (y2) prior all necessary repairs to the 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 Mortgaged Term Loan Facility Rig affected by a Casualty Event whose Casualty Proceeds aggregate more than $15,000,000) shall 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 provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the LSF Loans, if any, required to be have been made under the Lease 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 within 270 days following such Casualty Event, shall be released by then the Collateral Agent shall apply 100% of the remaining Casualty Proceeds to prepay the Borrower upon demand.Term Loans unless:

Casualty Event. The Borrower shall use any Casualty Proceeds aggregating less than $15,000,000 from 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 repair exceed U.S.$5,000,000), all Casualty Proceeds payable to or received by the Drillship or Credit Parties in respect of such Casualty Event shall on the Rig, date of receipt by such Credit Party be deposited with the Collateral Agent as applicable, so long as security for the Obligations and applied in accordance with this Agreement. (ii) If (A) no Default or Event of Default shall have 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 continuing; provided that 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 hold any such Casualty Proceeds so long as a Default or an Event of Default shall have occurred and then be continuing and (i) shall release such Casualty Proceeds from time 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 time apply such Casualty Proceeds against in payment for all necessary repairs to the Obligationsextent that the costs of such repairs shall have been paid by a Credit Party upon receipt of satisfactory evidence of such repairs, LSF Obligations and/or Swap Obligations, as set forth below in this Section 2.11(d). The Borrower shall use any Casualty Proceeds aggregating $15,000,000 or more to repair the Drillship or the Rig, as applicable, using and following completion of such contractors, plans and specifications and methods substantially in accordance with the Functional Requirements as reasonably determined by the 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 repairs within 270 days 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 not have caused, or is not reasonably likely to cause, either of the 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 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 has occurred and be is 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 the Borrower, the Guarantor, the Agent, the Collateral Agent or any of shall refund 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 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 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 then to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in inverse order of maturity, or (ii) if such contract does not remain in effect, to the remaining Vessel Amortization Payments for the applicable 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 time by the Borrower, the Guarantor, 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 to the payment of Obligations (including, without limitation, to the mandatory prepayment provided for in this Section 2.11(d)), to the payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility as a result remainder of such Casualty EventProceeds (together with accrued interest thereon), if any, to the payment Borrower or any other appropriate Credit Party. (iii) If (A) no Event of Swap Obligations 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 payment lesser of costs incurred in connection with the repair (x) 50% of the Drillship or the Rig, as applicable, if undertaken in accordance with this Section 2.11(d). Any 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 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 Conversion Date, if the construction of the vessel is then complete, an Amoco Letter of Acceptance with respect thereto, Borrower 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 provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the LSF Loans, if any, required to be made under the Lease 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 other Credit Party as a result appropriate. (iv) If an Event of such prepayment under the Interest Rate Protection Agreement as required pursuant to Section 6.10 as a result of such Casualty EventDefault has occurred and is continuing, shall be released by the Collateral Agent to the Borrower upon demandshall apply such Casualty Proceeds in accordance with Clause 32.5 (Partial Payments).

Casualty Event. The Borrower shall use any (A) Upon the occurrence of a Casualty Proceeds aggregating less than $15,000,000 from any Casualty Event to repair the Drillship or the RigEvent, as applicable, so long as if (1) no Default or Event of Default shall have has occurred and is continuing, (2) the applicable Loan Party reasonably believes that all necessary repairs to any Rig affected by a Casualty Event can be continuing; provided that commenced within 90 days following such Casualty Event and completed within 180 days thereafter, and (3) during such 180-day period following commencement of such repairs, the Collateral Agent applicable Loan Party works diligently to complete all such repairs, then the applicable Loan Party shall hold any such Casualty Proceeds so long as in a Default or bank account subject to an Event of Default shall have occurred Account Control Agreement and then be continuing and (i) 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 in payment for all necessary repairs, and following completion of such repairs within 180 days after commencement of such repairs and if no Event of Default has occurred and is continuing, the Obligations, LSF Obligations and/or Swap Obligations, as set forth below in this Section 2.11(d). The Borrower shall use any Casualty Proceeds aggregating $15,000,000 or more to repair applicable Loan Party may retain the Drillship or the Rig, as applicable, using such contractors, plans and specifications and methods substantially in accordance with the Functional Requirements as reasonably determined by the 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 remainder of such Casualty Event as reasonably determined Proceeds (together with accrued interest thereon), if any, and shall give notice to the Lenders thereof. If all necessary repairs to any Rig affected by the Borrower at such time, (ii) such a Casualty Event shall not have causedbeen made within 180 days following commencement of such repairs, or is not reasonably likely then the applicable Borrower shall prepay the Advances in an amount equal to cause, either 100% of the 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 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 remaining Casualty Proceeds, the Borrower shall within three (3) days of receipt by 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 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 Advances in accordance with Section 2.07(c)(vi), 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 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 then to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in inverse order of maturity, or (ii) if such contract does not remain in effect, to the remaining Vessel Amortization Payments for the applicable 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 time by the Borrower, the Guarantor, the Agent, the Collateral Agent or any of shall give notice to the Lenders thereof. (B) Upon the occurrence of a Casualty Event, if an Event of Default has occurred and is continuing, any Casualty Proceeds 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 delivered to the Collateral Agent pursuant which shall apply such Casualty Proceeds to clause the Advances in accordance with Section 2.07(c)(vi). (i))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 applied as directed paid by the Borrower from time to time underwriter of such Insurance Policy directly to the payment of Obligations (including, without limitation, Person to whom such liability is owed or directly to the mandatory prepayment provided applicable Loan Party to reimburse it for in this Section 2.11(d))any loss, to the payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility as a result of such Casualty Event), if any, to the payment of Swap Obligations damage or to the payment of costs expense incurred by it in connection with the repair of the Drillship event or the Rig, as applicable, if undertaken in accordance with this Section 2.11(d). Any Casualty Proceeds held by the Collateral Agent (i) if the Borrower elects condition giving rise 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 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 provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the LSF Loans, if any, required to be made under the Lease 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, shall be released by the Collateral Agent to the Borrower upon demandliability.

Casualty Event. The Borrower shall use (i) 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 both with and without giving effect to or credit for any Casualty Proceeds aggregating less than $15,000,000 from but giving effect to and credit for the Mortgaged Revolving Credit Facility Rig as affected by 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 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 (acting on the instruction of the Required Revolving Lenders), or (2) the 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 repair exceed U.S.$5,000,000) occurs with respect to any Mortgaged Revolving Credit Facility Rig and the Drillship 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, as applicableeffective on the 30th day following the occurrence of such Casualty Event, so long as no Default unless on or Event of Default before the 30th day following such Casualty Event, (1) the Credit Party who owned such affected Mortgaged Revolving Credit Facility Rig shall have occurred 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. (iii) If any Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be continuing; provided that expected to exceed U.S.$5,000,000) occurs with respect to any Mortgaged Revolving Credit Facility Rig and the Collateral Agent shall hold 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 Casualty Event), then the Total Revolving Commitments shall first be reduced pursuant to 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 so long 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 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 a Default or affected by such Casualty Event) and an Event of Default shall have occurred and then be continuing and (i) shall release such Casualty Proceeds to the Borrower to be used for such purpose when and if such Default or other than any 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 Proceeds aggregating $15,000,000 or more to repair the Drillship or the Rig, as applicable, using such contractors, plans and specifications and methods substantially in accordance with the Functional Requirements as reasonably determined by the 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 not have caused, or is not reasonably likely to cause, either of the 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 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 failure to Section 6.10 and no Default or Event maintain a Security Maintenance Ratio of Default shall have occurred and be continuing. If the Borrower elects not at least 2.0 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 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 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 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 then to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in inverse order of maturity, or (ii) if such contract does not remain in effect, to the remaining Vessel Amortization Payments for the applicable 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 time by the Borrower, the Guarantor, 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 to the payment of Obligations (including, without limitation, to the mandatory prepayment provided for in this Section 2.11(d)), to the payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility 1.0 as a result of such Casualty Event)) has occurred and is continuing, if any, to the payment of Swap Obligations or to the payment of costs incurred in connection with the repair reduction of the Drillship or Total Revolving Commitments referred to in Clause 10.2(c) shall take effect immediately on the Rig, as applicable, if undertaken in accordance with this Section 2.11(d). Any Casualty Proceeds held by the Collateral Agent (i) if the Borrower elects to undertake the repair receipt 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 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 provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the LSF Loans, if any, related Additional Appraisal Report required to be made under the Lease 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 delivered as a result of such Casualty Event, shall be released by the Collateral Agent to the Borrower upon demand.

Casualty Event. The Borrower shall use any Casualty Proceeds aggregating less than $15,000,000 from any Casualty Event to repair If between the Drillship or the RigEffective Date and Closing, 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) 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 Proceeds aggregating $15,000,000 or more to repair the Drillship or the Rig, as applicable, using such contractors, plans and specifications and methods substantially in accordance with the Functional Requirements as reasonably determined by the 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 not have caused, occur with respect to any one or is not reasonably likely to cause, either more of the Amoco Contracts or Properties (such Properties, collectively, the Substitute Contracts“Affected Casualty Properties”), if anyLandmark shall be required to provide PRLP with prompt written notice of such occurrence and PRLP may elect, within ten (10) Business Days of receipt of such notice, 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 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as applicable, shall have commenced making scheduled stated operating dayrate payments this Agreement with respect to the applicable vessel after such repairs 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 been completedno 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 (ivc) the Borrower shall demonstrate to the reasonable satisfaction of the Agent that it such Property 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 designated 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 continuingKick-Out Property. If between 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 Effective Date and conditions hereof to, repair the applicable vessel with any such Casualty Proceeds, the Borrower shall within three (3) days of receipt by 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 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, Closing (i) if the Amoco Contract or the Substitute Contract, as applicable, for the vessel the subject of the a Casualty Event remains shall occur with respect to any Affected Casualty Properties and PRLP has elected not to terminate this Agreement in effect, accordance with this Section 7.2 with respect to the remaining payments of the Tranche C Term Loans or the LSF Loans, as applicable, in inverse order of maturity such Affected Casualty Properties and then to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in inverse order of maturityproceed to Closing, or (ii) if such contract a casualty has occurred with respect to one or more Properties that does not remain constitute a Casualty Event (provided Landmark shall be required to provide PRLP with prompt written notice of such occurrence in effectany event), subject to the remaining Vessel Amortization Payments 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 (and Landmark shall provide a credit against the Allocated Transaction Value for the applicable vessel Properties affected by such casualty in the amount of any applicable Insurance Deductible payable in connection therewith and the "Vessel Amortization Payments" for the applicable vessel under the Lease Securitization Facilityagree that it will not make any adjustment or settlement of any such insurance claim without PRLP’s prior consent, if applicable, ratably based on their aggregate amounts, in inverse order of maturity. Any Casualty Proceeds received at any time by the Borrower, the Guarantor, 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 to the payment of Obligations (including, without limitation, to the mandatory prepayment provided for in this Section 2.11(d)), to the payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required not to be made under the Lease Securitization Facility as a result of such Casualty Eventunreasonably withheld, conditioned or delayed), if any, to the payment of 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 2.11(d). Any Casualty Proceeds 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 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 provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the LSF Loans, if any, required to be made under the Lease 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, shall be released by the Collateral Agent to the Borrower upon demand.

Casualty Event. The Borrower (1) In the event that all or any portion of the Leasehold Premises is damaged or destroyed by fire, tornado or other casualty, it shall use any be deemed a “Casualty Proceeds aggregating less than $15,000,000 from any Event”. (2) In the event that all or substantially all of the Leasehold Building should be damaged or destroyed by a Casualty Event to repair the Drillship or the Rig(a “Total Casualty”), as applicable, so long as no Default or Event of Default Tenant 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 either: (i) shall release such Casualty Proceeds proceed with reasonable diligence to restore the Shell Structure (defined below) of the Leasehold Building to substantially the same condition in which it was immediately prior to the Borrower to be used for such purpose when and if such Default or Event occurrence of Default shall have been cured or waived pursuant to the terms hereof Total Casualty (“Shell Restoration”); or (ii) if so directed by make a payment to Landlord in an amount which is equal to the BorrowerShell Value (defined below) (the “Total Casualty Payoff”) and provide for demolition and removal of any structures or other improvements remaining on the Leasehold Real Property, which demolition shall apply such be performed with reasonable diligence, in a workmanlike manner and in compliance with all applicable laws and governmental regulations (the “Demolition”). (3) Upon occurrence of a Casualty Proceeds against Event which does not constitute a Total Casualty (a “Partial Casualty”), Tenant shall restore the Obligations, LSF Obligations and/or Swap Obligations, as set forth below in this Section 2.11(d). The Borrower shall use any Casualty Proceeds aggregating $15,000,000 or more to repair the Drillship or the Rig, as applicable, using such contractors, plans and specifications and methods substantially Leasehold Premises in accordance with its obligations under Section 5.01 (“Partial Casualty Restoration”), and any insurance proceeds received by Landlord with regard to such Partial Casualty shall be released to Tenant provided that Landlord is given reasonable assurances that such proceeds will be utilized to complete the Functional Requirements as reasonably determined by Partial Casualty Restoration. All such insurance proceeds which exceed the Borrower so long as cost of the Casualty 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 accordance with subparagraph (x2), Landlord shall make the insurance proceeds received by Landlord with regard to such Total Casualty (“Total Casualty Proceeds”) if available to Tenant for completion of the Shell Restoration provided that Landlord is given reasonable assurances that such proceeds will be utilized to complete the Shell Restoration (with all Total Casualty Event occurs before Proceeds remaining after completion of the Conversion Date, such repair can Shell Restoration to 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 property of such Casualty Event as reasonably determined by the Borrower at such time, Tenant); and (ii) such if Tenant elects to provide for the Total Casualty Event Payoff and Demolition in accordance with subparagraph (2), Landlord shall not have caused, or is not reasonably likely to cause, either apply Total Casualty Proceeds as follows: (aa) first towards satisfaction of the Amoco Contracts or the Substitute Contracts, if any, to terminate or cancel Total Casualty Payoff; (with no obligation to pay a cancellation fee and other than pursuant to the Free Cancellation Right), (iiibb) if such Casualty Event occurs after the Conversion DateTotal Casualty Payoff has been satisfied, the Guarantor executes and delivers a new performance guaranty Total Casualty Proceeds shall then be made available to Tenant for completion of the repair thereof containing terms substantially similar Demolition provided that Landlord is given reasonable assurances that such proceeds will be utilized to complete the applicable portions Demolition; and (cc) all remaining Total Casualty Proceeds shall become the property of Tenant upon completion of the Transocean Performance Guaranty Demolition. In the event that Tenant elects to provide for the Total Casualty Payoff and otherwise as reasonably satisfactory to the AgentDemolition, provided that the damages for failure to perform such guaranty Tenant shall be limited responsible for the entire Total Casualty Payoff and shall remain responsible to complete the Demolition notwithstanding 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 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 Total Casualty Proceeds. (5) Upon occurrence of a Casualty, the Borrower Tenant shall within three (3) days of receipt by the Borrower, the Guarantor, the Agent, the Collateral Agent or any of the Lenders of any casualty insurance proceeds or any condemnation or remain liable for all rent and 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 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 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 then to the remaining payments of the Tranche B Term Loans, if any are then outstanding, in inverse order of maturity, or (ii) if such contract does not remain in effect, to the remaining Vessel Amortization Payments for the applicable vessel and the "Vessel Amortization Payments" for the applicable vessel obligations which it may have under the Lease Securitization Facility, if applicable, ratably based on their aggregate amounts, in inverse order of maturity. Any Casualty Proceeds received at any time except as otherwise set forth by the Borrower, the Guarantor, the Agent, the Collateral Agent this Section 8.02. (6) The party carrying such insurance against loss or any of the Lenders shall (i) if received by any Person other than the Collateral Agent, forthwith be turned over damage to the Collateral Agent, or (ii) if received by Leasehold Building shall control the Collateral Agent (or turned over loss settlement process relating to the Collateral Agent pursuant to clause (i)), be applied as directed by the Borrower from time to time to the payment of Obligations (including, without limitation, to the mandatory prepayment provided for in this Section 2.11(d)), to the payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility as a result of such Casualty Event), if any, to the payment of 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 2.11(d). Any Casualty Proceeds 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 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 provided for in this Section 2.11(d) and (y) any partial mandatory prepayment of the LSF Loans, if any, required to be made under the Lease 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, shall be released by the Collateral Agent to the Borrower upon demandinsurance.