Common use of Dividends Borrower Clause in Contracts

Dividends Borrower. (a) The Borrower may (i) pay dividends (or make any other distributions to its shareholders), (ii) buy-back its own common stock and/or (iii) make new material investments in any company, shares, common stock or enter into any kind of new forward contracts (including total return swaps), only to the extent (i) no Default is continuing or would result from the proposed transaction, and (ii) after giving effect to such transaction, the Borrower and its Subsidiaries are in compliance with the Financial Covenants set out in Clause 24 (Financial Covenants) of this Agreement. (b) The Borrower shall demonstrate, by presenting to the Agent (on behalf of the Finance Parties) a written forecast, attached to the first Compliance Certificate (first to be supplied pursuant to Clause 23.2 (Compliance Certificate) after the date of the transaction mentioned in (a) above), that it at any time, for a period until both of the rigs West Orion and West Gemini have actually been delivered to the Borrower or any of its Subsidiaries, however no less than minimum 12 months from the date of the transaction mentioned in (a) above, has, in addition to the Minimum Liquidity (USD 75,000,000) pursuant to Clause 24.1 (Minimum Liquidity) of this Agreement, a cash buffer (free and available cash and cash equivalents, including undrawn committed and available credit lines), immediately after giving effect to such transaction or payment, of no less than USD 150,000,000 until both of the rigs West Orion and West Gemini have actually been delivered to the Borrower or any of its Subsidiaries and USD 75,000,000 thereafter. (c) The forecast in (b) above shall include, but not be limited to, all committed payments in relation to capital expenditures and scheduled repayment of debt (assuming no refinancing of maturing debt unless a signed commitment letter has been entered into on a fully underwritten basis of committed financing by one or more financial institutions) and otherwise be in form and substance satisfactory to the Agent (on behalf of the Finance Parties). (d) To the extent the Borrower has issued preference capital, any mandatory yield (interest) payments on such preference capital shall not be treated as dividend (or other distribution to its shareholders) for the purpose of this Clause 25.14.

Dividends Borrower. (a) The Borrower may (i) pay dividends (or make any other distributions to its shareholders), (ii) buy-back its own common stock and/or (iii) make new material investments in any company, shares, common stock or enter into any kind of new forward contracts (including total return swaps), only to the extent (iiv) no Default is continuing or would result from the proposed transaction, and (iiv) after giving effect to such transaction, the Borrower and its Subsidiaries are in compliance with the Financial Covenants set out in Clause 24 (Financial Covenants) of this Agreement. (b) The Borrower shall demonstrate, by presenting to the Agent (on behalf of the Finance Parties) a written forecast, attached to the first Compliance Certificate (first to be supplied pursuant to Clause 23.2 (Compliance Certificate) after the date of the transaction mentioned in (a) above), that it at any time, for a period until both of the rigs West Orion and West Gemini have actually been delivered to the Borrower or any of its Subsidiaries, however no less than minimum 12 months from the date of the transaction mentioned in (a) above, has, in addition to the Minimum Liquidity (USD 75,000,000) pursuant to Clause 24.1 (Minimum Liquidity) of this Agreement, a cash buffer (free and available cash and cash equivalents, including undrawn committed and available credit lines), immediately after giving effect to such transaction or payment, of no less than USD 150,000,000 until both of the rigs West Orion and West Gemini have actually been delivered to the Borrower or any of its Subsidiaries and USD 75,000,000 thereafter. (c) The forecast in (b) above shall include, but not be limited to, all committed or planned payments in relation to capital expenditures and scheduled repayment of debt (assuming no refinancing of maturing debt unless a signed commitment letter has been entered into on a fully underwritten basis of committed financing by one or more financial institutions) and otherwise be in form and substance satisfactory to the Agent (on behalf of the Finance Parties). (d) To the extent the Borrower has issued preference capital, any mandatory yield (interest) payments on such preference capital shall not be treated as dividend (or other distribution to its shareholders) for the purpose of this Clause 25.14.