Common use of Ownership of Drilling Rigs and Drillships Clause in Contracts

Ownership of Drilling Rigs and Drillships. As of the date hereof, the Company or a Subsidiary of the Company has good and marketable title to the drilling rigs and drill ships listed in the Company's most recent annual report on Form 10-K, in each case free and clear of all Liens except for (i) defects or irregularities of title or encumbrances of a nature that do not materially impair the ownership or operation of these assets and which have not had and are not reasonably likely to have a Company Material Adverse Effect, (ii) Liens that secure obligations not yet due and payable or, if such obligations are due and have not been paid, Liens securing such obligations that are being diligently contested in good faith and by appropriate proceedings (any such contests involving an amount in excess of $10 million being described in the Company Disclosure Letter), (iii) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith, (iv) Liens in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith, (v) operators', vendors', suppliers of necessaries to the Company's drilling rigs, carriers', warehousemen's, repairmen's, mechanics', workmen's, materialmen's, construction or shipyard liens (during repair or upgrade periods) or other like Liens arising by operation of law in the ordinary course of business or statutory landlord's liens, each of which is in respect of obligations that have not been outstanding more than 90 days (so long as no action has been taken to file or enforce such Liens within said 90-day period) or which are being contested in good faith and (vi) other Liens disclosed in the Company Disclosure Letter (the Liens described in clauses (i), (ii), (iii), (iv), (v) and (vi), collectively, "Company Permitted Liens"). No such asset is leased under an operating lease from a lessor that, to the Company's knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such asset.

Ownership of Drilling Rigs and Drillships. As of the date hereof, the Company Parent or a Subsidiary of the Company Parent has good and marketable title to the drilling rigs and drill ships listed in the CompanyParent's most recent annual report on Form 10-K, in each case free and clear of all Liens except for (i) defects or irregularities of title or encumbrances of a nature that do not materially impair the ownership or operation of these assets and which have not had and are not reasonably likely to have a Company Parent Material Adverse Effect, (ii) Liens that secure obligations not yet due and payable or, if such obligations are due and have not been paid, Liens securing such obligations that are being diligently contested in good faith and by appropriate proceedings (any such contests involving an amount in excess of $10 million being described in the Company Parent Disclosure Letter), (iii) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith, (iv) Liens in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith, (v) operators', vendors', suppliers of necessaries to the Company's drilling rigs, carriers', warehousemen's, repairmen's, mechanics', workmen's, materialmen's, construction or shipyard liens (during repair or upgrade periods) or other like Liens arising by operation of law in the ordinary course of business or statutory landlord's liens, each of which is in respect of obligations that have not been outstanding more than 90 days (so long as s no action has been taken to file or enforce such Liens within said 90-day period) or which are being contested in good faith and (vi) other Liens disclosed in the Company Parent Disclosure Letter (the Liens described in clauses (i), (ii), (iii), (iv), (v) and (vi), collectively, "Company Parent Permitted Liens"). No such asset is leased under an operating lease from a lessor that, to the CompanyParent's knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such asset.

Ownership of Drilling Rigs and Drillships. (a) As of the date hereof, the Company Santa Fe or a Subsidiary of the Company Santa Fe has good and marketable title to the drilling rigs and drill ships drillships listed in the CompanySanta Fe's most recent annual report on Form 10-K, in each case free and clear of all Liens except for (ia) defects or irregularities of title or encumbrances of a nature that do not materially impair the ownership or operation of these assets and which have not had and are not reasonably likely to have a Company Santa Fe Material Adverse Effect, (iib) Liens that secure obligations not yet due and payable or, if such obligations are due and have not been paid, Liens securing such obligations that are being diligently contested in good faith and by appropriate proceedings (any such contests involving an amount in excess of $10 million being described in the Company Santa Fe Disclosure Letter), (iiic) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith, (ivd) Liens in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith, (ve) operators', vendors', suppliers of necessaries to the CompanySanta Fe's drilling rigsrigs and drillships, carriers', warehousemen's, repairmen's, mechanics', workmen's, materialmen's, construction or shipyard liens (during repair or upgrade periods) or other like Liens arising by operation of law in the ordinary course of business or statutory landlord's liens, each of which is in respect of obligations that have not been outstanding more than 90 days (so long as no action has been taken to file or enforce such Liens within said 90-day period) or which are being contested in good faith and (vif) other Liens disclosed in the Company Santa Fe Disclosure Letter (the Liens described in clauses (ia), (iib), (iiic), (ivd), (ve) and (vif), collectively, "Company Santa Fe Permitted Liens"). No such asset is leased under an operating lease from a lessor that, to the CompanySanta Fe's knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such asset. (b) As of the date hereof and except as would not have Santa Fe Material Adverse Effect, Santa Fe has caused the drilling rigs and drillships listed in Santa Fe's most recent annual report on Form 10-K to be maintained consistent with general practice in the offshore drilling industry, and all such drilling rigs and drillships are in good operating condition and repair consistent with general practice in the offshore drilling industry.

Ownership of Drilling Rigs and Drillships. (a) As of the date hereof, the Company Global or a Subsidiary of the Company Global has good and marketable title to the drilling rigs and drill ships drillships listed in the CompanyGlobal's most recent annual report on Form 10-K, in each case free and clear of all Liens except for (ia) defects or irregularities of title or encumbrances of a nature that do not materially impair the ownership or operation of these assets and which have not had and are not reasonably likely to have a Company Global Material Adverse Effect, (iib) Liens that secure obligations not yet due and payable or, if such obligations are due and have not been paid, Liens securing such obligations that are being diligently contested in good faith and by appropriate proceedings (any such contests involving an amount in excess of $10 million being described in the Company Global Disclosure Letter), (iiic) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith, (ivd) Liens in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith, (ve) operators', vendors', suppliers of necessaries to the CompanyGlobal's drilling rigsrigs and drillships, carriers', warehousemen's, repairmen's, mechanics', workmen's, materialmen's, construction or shipyard liens (during repair or upgrade periods) or other like Liens arising by operation of law in the ordinary course of business or statutory landlord's liens, each of which is in respect of obligations that have not been outstanding more than 90 days (so long as no action has been taken to file or enforce such Liens within said 90-day period) or which are being contested in good faith and (vif) other Liens disclosed in the Company Global Disclosure Letter (the Liens described in clauses (ia), (iib), (iiic), (ivd), (ve) and (vif), collectively, "Company Global Permitted Liens"). No such asset is leased under an operating lease from a lessor that, to the CompanyGlobal's knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such asset. (b) As of the date hereof and except as would not have a Global Material Adverse Effect, Global has caused the drilling rigs and drillships listed in Global's most recent annual report on 10-K to be maintained consistent with general practice in the offshore drilling industry, and all such drilling rigs and drillships are in good operating condition and repair consistent with general practice in the offshore drilling industry.

Ownership of Drilling Rigs and Drillships. As of the date hereof, the Company Parent or a Subsidiary of the Company Parent has good and marketable title to the drilling rigs and drill ships listed in the CompanyParent's most recent annual report on Form 10-K, in each case free and clear of all Liens except for (i) defects or irregularities of title or encumbrances of a nature that do not materially impair the ownership or operation of these assets and which have not had and are not reasonably likely to have a Company Parent Material Adverse Effect, (ii) Liens that secure obligations not yet due and payable or, if such obligations are due and have not been paid, Liens securing such obligations that are being diligently contested in good faith and by appropriate proceedings (any such contests involving an amount in excess of $10 million being described in the Company Parent Disclosure Letter), (iii) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith, (iv) Liens in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith, (v) operators', vendors', suppliers of necessaries to the Company's drilling rigs, carriers', warehousemen's, repairmen's, mechanics', workmen's, materialmen's, construction or shipyard liens (during repair or upgrade periods) or other like Liens arising by operation of law in the ordinary course of business or statutory landlord's liens, each of which is in respect of obligations that have not been outstanding more than 90 days (so long as no action has been taken to file or enforce such Liens within said 90-day period) or which are being contested in good faith and (vi) other Liens disclosed in the Company Parent Disclosure Letter (the Liens described in clauses (i), (ii), (iii), (iv), (v) and (vi), collectively, "Company Parent Permitted Liens"). No such 35 44 asset is leased under an operating lease from a lessor that, to the CompanyParent's knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such asset.