Releases; Termination. (a) Pursuant to Section 12.02(e) of the Indenture, upon the transfer of any Pledged Shares to a Qualified Local Partner, to the extent necessary under local law for the operation of the Collateral Rig in an applicable jurisdiction, the Liens granted pursuant to this Agreement with respect to such transferred Pledged Shares shall automatically be released; provided that, concurrently with the release of such transferred Pledged Shares, the Pledgor shall, if necessary, enter into an amendment to this Agreement or a new Share Pledge Agreement (or equivalent pledge agreement), pursuant to which all of the Equity Interests of the Company owned by the Pledgor (after giving effect to the transfer of any Pledged Shares to a Qualified Local Partner) shall be pledged in favor of the Collateral Agent. (b) This Agreement shall automatically terminate and be released upon (i) the occurrence of any of the events described in clause (a) or (b) of Section 12.02 of the Indenture and the satisfaction of any conditions precedent set forth therein, (ii) consent of the requisite Holders in accordance with Sections 10.02 and 12.02(f) of the Indenture, (iii)(x) the replacement of the Company as the “Collateral Rig Operator” in accordance with (a) a Fundamental Change of the Company not prohibited by Section 4.13 of the Indenture and/or (b) a transaction permitted by Section 4.27 or 4.29 of the Indenture, as applicable, and (y) the entry into a new Share Pledge Agreement by the Equity Pledgor as required by the Indenture. Upon any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.
Appears in 2 contracts
Samples: Indenture (Transocean Ltd.), Indenture (Transocean Ltd.)
Releases; Termination. (a) Pursuant to Section 12.02(e) of the Indenture, upon the transfer of any Pledged Shares to a Qualified Local Partner, to the extent necessary under local law for the operation of the Collateral Rig in an applicable jurisdiction, the Liens granted pursuant to this Agreement with respect to such transferred Pledged Shares shall automatically be released; provided that, concurrently with the release of such transferred Pledged Shares, the Pledgor shall, if necessary, enter into an amendment to this Agreement or a new Share Pledge Agreement (or equivalent pledge agreement), pursuant to which all of the Equity Interests of the Company owned by the Pledgor (after giving effect to the transfer of any Pledged Shares to a Qualified Local Partner) shall be pledged in favor of the Collateral Agent.
(b) This Agreement shall automatically terminate and be released upon (i) the occurrence of any of the events described in clause (a) or (b) of Section 12.02 of the Indenture and the satisfaction of any conditions precedent set forth therein, (ii) consent of the requisite Holders in accordance with Sections 10.02 and 12.02(f) of the Indenture, Indenture or (iii)(x) the replacement of the Company as the “Collateral Rig Operator” in accordance with (a) a Fundamental Change of the Company not prohibited by Section 4.13 of the Indenture and/or (b) a transaction permitted by Section 4.27 or 4.29 of the Indenture, as applicable, and (y) the entry into a new Share Pledge Agreement by the Equity Pledgor as required by the Indenture. Upon any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)
Releases; Termination. (a) Pursuant to Section 12.02(e) In connection with the entry of the Indenture, upon the transfer of any Pledged Shares to a Qualified Local Partner, to the extent necessary under local law for the operation of the Collateral Rig in an applicable jurisdiction, the Liens granted pursuant to this Agreement new account control agreement documentation with respect to such transferred Pledged Shares shall automatically be released; provided thatthe Bareboat Account, concurrently with the release of such transferred Pledged Shares, the Pledgor shall, if necessary, enter into an amendment in form and substance reasonably satisfactory to this Agreement or a new Share Pledge Agreement (or equivalent pledge agreement), pursuant to which all of the Equity Interests of the Company owned by the Pledgor (after giving effect to the transfer of any Pledged Shares to a Qualified Local Partner) shall be pledged in favor of the Collateral Agent, the then existing account control agreement documentation with respect to the Bareboat Account shall be simultaneously terminated. Upon, or simultaneously with, as necessary, any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.
(b) This Agreement shall automatically terminate and be released upon Upon (i) the occurrence of any of the events described in clause (a) or (b) of Section 12.02 of the Indenture and the satisfaction of any conditions precedent set forth therein, or (ii) consent of the requisite Holders in accordance with Sections 10.02 and 12.02(f) of the Indenture, (iii)(xx) the replacement of the Company Pledgor as the “Collateral Rig OperatorOwner” in accordance with (a) a Fundamental Change of the Company Pledgor not prohibited by Section 4.13 of the Indenture and/or (b) a transaction permitted by Section 4.27 or 4.29 of the Indenture, as applicable, and (y) the entry into a new Share Account and Receivables Pledge Agreement by the Equity Pledgor Collateral Rig Owner as required by the Indenture, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. The security interest granted hereby shall, in whole or in part, automatically terminate and be released and all rights to the Collateral so released shall automatically revert to the Pledgor, upon consent of the requisite Holders in accordance with Section 10.02 and 12.02(e) of the Indenture. Upon any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)
Releases; Termination. (a) Pursuant to Section 12.02(e) In connection with the entry of the Indenture, upon the transfer of any Pledged Shares to a Qualified Local Partner, to the extent necessary under local law for the operation of the Collateral Rig in an applicable jurisdiction, the Liens granted pursuant to this Agreement new account control agreement documentation with respect to such transferred Pledged Shares shall automatically be released; provided thatthe Bareboat Charter Account or the Earnings Account, concurrently with the release of such transferred Pledged Sharesas applicable, the Pledgor shall, if necessary, enter into an amendment in form and substance reasonably satisfactory to this Agreement or a new Share Pledge Agreement (or equivalent pledge agreement), pursuant to which all of the Equity Interests of the Company owned by the Pledgor (after giving effect to the transfer of any Pledged Shares to a Qualified Local Partner) shall be pledged in favor of the Collateral Agent, the then existing account control agreement documentation with respect to the Bareboat Charter Account or the Earnings Account, as applicable, shall be simultaneously terminated. Upon, or simultaneously with, as necessary, any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver such documents as the Pledgor shall reasonably request to evidence such termination.
(b) This Agreement shall automatically terminate and be released upon Upon (i) the occurrence of any of the events described in clause (a) or (b) of Section 12.02 9.8 of the Indenture Credit Agreement with respect to the Pledgor or any Collateral Rig and the satisfaction of any conditions precedent set forth therein, or (ii) consent of the requisite Holders in accordance with Sections 10.02 and 12.02(f) of the Indenture, (iii)(xx) the replacement of the Company Pledgor as the a “Collateral Rig OperatorOwner” in accordance with (a) a Fundamental Change fundamental change of the Company Pledgor not prohibited by Section 4.13 6.10 of the Indenture Credit Agreement and/or (b) a transaction permitted by Section 4.27 or 4.29 6.24 of the IndentureCredit Agreement, as applicable, and (y) to the extent required by the Credit Agreement, the entry into a new Share new, or the existence of a current, Account Pledge Agreement by the Equity Pledgor applicable successor Collateral Rig Owner as required by the IndentureCredit Agreement, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. The security interest granted hereby shall, in whole or in part, automatically terminate and be released and all rights to the Collateral so released shall automatically revert to the Pledgor, upon consent of the Required Lenders in accordance with Section 10.11 of the Credit Agreement. Upon any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.
Appears in 1 contract
Samples: Credit Agreement (Transocean Ltd.)
Releases; Termination. (a) Pursuant to Section 12.02(e) In connection with the entry of the Indenture, upon the transfer of any Pledged Shares to a Qualified Local Partner, to the extent necessary under local law for the operation of the Collateral Rig in an applicable jurisdiction, the Liens granted pursuant to this Agreement new account control agreement documentation with respect to such transferred Pledged Shares shall automatically be released; provided thatthe Earnings Account, concurrently with the release of such transferred Pledged Shares, the Pledgor shall, if necessary, enter into an amendment in form and substance reasonably satisfactory to this Agreement or a new Share Pledge Agreement (or equivalent pledge agreement), pursuant to which all of the Equity Interests of the Company owned by the Pledgor (after giving effect to the transfer of any Pledged Shares to a Qualified Local Partner) shall be pledged in favor of the Collateral Agent, the then existing account control agreement documentation with respect to the Earnings Account shall be simultaneously terminated. Upon, or simultaneously with, as necessary, any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver such documents as the Pledgor shall reasonably request to evidence such termination.
(b) This Agreement shall automatically terminate and be released upon Upon (i) the occurrence of any of the events described in clause (a) or (b) of Section 12.02 of the Indenture and the satisfaction of any conditions precedent set forth therein, or (ii) consent of the requisite Holders in accordance with Sections 10.02 and 12.02(f) of the Indenture, (iii)(xx) the replacement of the Company Pledgor as the “Collateral Rig Operator” in accordance with (a) a Fundamental Change of the Company Pledgor not prohibited by Section 4.13 of the Indenture and/or (b) a transaction permitted by Section 4.27 or 4.29 of the Indenture, as applicable, and (y) the entry into a new Share Account Pledge Agreement by the Equity Pledgor Collateral Rig Operator as required by the Indenture, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. The security interest granted hereby shall, in whole or in part, automatically terminate and be released and all rights to the Collateral so released shall automatically revert to the Pledgor, upon consent of the requisite Holders in accordance with Sections 10.02 and 12.02(f) of the Indenture. Upon any such termination, the Collateral Agent will, at the written request of the Pledgor and at the Pledgor’s expense, execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)