Cost Overrun Contributions. The Members acknowledge that Conoco, in its individual capacity and not as a Member, or an Affiliate of Conoco, will enter into cost overrun guaranties (or other similar type guaranties) in favor of commercial lenders and in a form acceptable to Conoco (or an Affiliate of Conoco), pursuant to which Conoco (or an Affiliate of Conoco) would be obliged to guarantee that the Company will be able to fund the amount of any cost overruns incurred by Company under the Shipbuilding Contract to be entered into between the Company and Builder with respect to the Drillship, in order for the Company to take delivery of the Drillship under such Shipbuilding Contract. Accordingly, the Members also agree, within three business days after demand by Conoco (or an Affiliate of Conoco), or any such commercial lender, to contribute to the Company in cash, their respective Member's Sharing Ratio of any and all such additional monies necessary in order to enable Company to take delivery of the Drillship under such Shipbuilding Contract (including owner furnished equipment) in compliance with the terms of any such cost overrun guaranties (over and above the amount of the promissory notes made by the Members referred to in Section 5.1 and the amount of the Purchase Note). In the event the Shipbuilding Contract is terminated, rescinded or otherwise cancelled for any reason whatsoever and as a result demand for payment is made of Conoco Inc. or its Affiliate under any such cost overrun guaranty, the Members agree to contribute their respective Sharing Ratios of the amount necessary to enable the Company to reimburse Conoco Inc. or its Affiliate for any such payment made by Conoco Inc. or its Affiliate within 45 days after receipt by the Company of written notice of same from Conoco Inc. or its Affiliate.
Cost Overrun Contributions. Each of the Members agrees, to the extent required by the construction lender(s) of the Company with respect to the Drillship, it will provide or cause to be provided by its Affiliate a cost overrun guaranty (or other similar type guaranty) in favor of such interim construction lender(s), in a form acceptable to the Members, pursuant to which the respective guarantor for each Member would guarantee that Member's respective Sharing Ratio percentage, so the Company will be able to fund that amount of any cost overruns incurred by Company under the Shipbuilding Contract, in order for the Company to take delivery of the Drillship under the Shipbuilding Contract. Accordingly, the Members also agree, within three business days after demand by any such interim construction lenders, to contribute to the Company in cash, their respective Member's Sharing Ratio of any and all such additional monies necessary in order to enable Company to take delivery of the Drillship under the Shipbuilding Contract (including owner furnished equipment) in compliance with the terms of any such cost overrun guaranties (over and above the amount of the promissory notes made by the Members referred to in the first paragraph of Section 5.1 and the amount of the Purchase Note).
