Common use of Casualty Event Clause in Contracts

Casualty Event. (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 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).

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) If 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 with respect thereto could reasonably received by the Borrower or the Guarantor from such Casualty Event and such guaranty of repair shall be expected deemed satisfied when Amoco or any other Person a party 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 a Xxxxxxxxxx Xxxxxxxx, as applicable, shall have commenced making scheduled stated operating dayrate payments with respect to the Market Values 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 related Additional Appraisal Report following two sentences and both with 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 without giving effect 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 credit 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 but giving effect 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 and credit 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 Mortgaged Revolving Credit payment of LSF Obligations (including, without limitation, to any mandatory prepayment of LSF Loans required to be made under the Lease Securitization Facility Rig as affected by 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 Total Revolving Commitments shall be reduced by an amount equal 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 (Ax) the Total Revolving Commitments Loans provided for in effect immediately prior 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 multiplied is made and after payment of any "true-up" costs and expenses payable by (B) the Appraised Value Percentage Borrower to any Swap Party as a result of such prepayment under the affected Mortgaged Revolving Credit Facility Rig, effective on the 90th day following the occurrence Interest Rate Protection Agreement as required pursuant to Section 6.10 as a result 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 be released by 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)Borrower upon demand.

Casualty Event. (i) If any between the Effective Date and Closing, a Casualty Event (if the Casualty Proceeds with respect thereto could reasonably be expected to exceed U.S.$5,000,000) occurs shall occur with respect to any Mortgaged Revolving Credit Facility Rig one or more of the Properties (such Properties, collectively, the “Affected Casualty Properties”), Landmark shall be required to provide PRLP with prompt written notice of such occurrence and the Security Maintenance Ratio is at least 2.0 PRLP may elect, within ten (10) Business Days of receipt of such notice, to 1.0 (calculated terminate this Agreement with respect to the Market Values set forth Affected Casualty Properties only, in which event (a) the related Additional Appraisal Report Allocated Deposit for each of the Affected Casualty Properties shall be returned to PRLP, (b) the Parties shall have no 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 both obligations of the Parties hereunder with respect to the remainder of the Properties shall remain in full force and effect and unmodified) and (c) such Property shall be designated as a Kick-Out Property. If between the Effective Date and Closing (i) a Casualty Event shall occur with respect to any Affected Casualty Properties and PRLP has elected not to terminate this Agreement in accordance with this Section 7.2 with respect to such Affected Casualty Properties and to proceed to Closing, or (ii) a casualty has occurred with respect to one or more Properties that does not constitute a Casualty Event (provided Landmark shall be required to provide PRLP with prompt written notice of such occurrence in any event), subject to the 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 giving effect PRLP’s prior consent, not to be unreasonably withheld, conditioned or delayed (and Landmark shall provide a credit for any Casualty Proceeds but giving effect to and credit against the Allocated Transaction Value for the Mortgaged Revolving Credit Facility Rig as applicable Properties 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 casualty in the sole discretion amount 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 Insurance Deductible payable in connection therewith and agree that it will not make any adjustment or settlement of any such evidence of corporate authority insurance claim without PRLP’s prior consent, not to enter into and such legal opinions in relation to such Security Documents as the Collateral Agent may reasonably requestbe unreasonably withheld, conditioned or delayed).

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 shall have occurred and be continuing, provided that the Collateral Agent shall hold any such Casualty Proceeds so long as a Default shall have occurred and then be continuing and (i) If shall release such Casualty Proceeds to the Borrower to be used for such repair when and if such 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, Transocean Contract Obligations and/or Swap Obligations as set forth below in this Section 2.5(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) 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 caused, 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) 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 with respect thereto could reasonably received by the Borrower or Transocean from such Casualty Event and such guaranty of repair shall be expected deemed satisfied when Amoco or any other Person party 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 a Substitute Contract, as applicable, shall have commenced making scheduled stated operating dayrate payments with respect to the Market Values 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 7.1(j) and no 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, Transocean, 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/or Transocean Contracts Loans, as 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 related Additional Appraisal Report following two sentences and both with the corresponding provisions of the Transocean Contracts Loan Agreement, equals the Casualty Proceeds. Each such mandatory prepayment shall be accompanied by a payment of all accrued and without giving effect unpaid interest on the Loans and Transocean Contracts Loans prepaid and any Early Payment Fee then due pursuant to Section 2.8(b) or credit for any Casualty Proceeds but giving effect to and credit the comparable provision of the Transocean Contracts Loan Agreement. So long as the Amoco Contract or the Substitute Contract, as applicable, 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 vessel subject to such Casualty Event multiplied remains in effect, each such prepayment shall be applied to the Transocean Contracts Loans in inverse order of maturity and, only after their payment in full, to the Loans in inverse order of maturity (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 the Substitute Contract, as applicable, for such vessel subject to the Casualty Event does not remain in effect, such prepayment shall be applied ratably to the Vessel Amortization Payments for the applicable vessel and the "Vessel Amortization Payments" under the Transocean Contracts Loan Agreement for the applicable vessel, ratably based on their aggregate amounts, in inverse order of their maturities. Any Casualty Proceeds received at any time by (B) the Appraised Value Percentage Borrower, Transocean, the Agent, the Collateral Agent or any of the affected Mortgaged Revolving Credit Facility RigLenders shall (i) if received by any such Person other than the Collateral Agent, 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 forthwith be turned over 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 Collateral Agent, or (ii) if received by 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 turned over to the Collateral Agent pursuant to clause (acting on i)), be applied as directed by the instruction Borrower from time to time to the payment of amounts payable hereunder and/or under the Transocean Contracts Loan Agreement (including, without limitation, to the mandatory prepayment provided for in this Section 2.5(d), if any) and/or Swap Obligations, or to the payment of costs incurred in connection with the repair of the Required Revolving Lenders) and for which Drillship or the Rig, as applicable, if undertaken in accordance with this Section 2.5(d)). Any Casualty Proceeds held by the Collateral Agent has received after any such repair is completed, as evidenced by a written appraisal report prepared by an Approved Rigbroker setting forth certificate from the Market Value Borrower certifying the completion of such replacement rig repair in form and granted an Acceptable Security Interest pursuant substance reasonably satisfactory 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 Agent, shall be released by the Collateral Agent may reasonably request)to the Borrower upon demand.

Casualty Event. 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 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 and Base Rent and Additional Rent shall be apportioned as of the date of the Casualty and the parties shall have 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 timely manner as soon as possible, but in no event longer than such 180-day period following such Casualty pursuant to plans and specifications to be approved by Tenant, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall have the right to terminate this Lease, upon thirty (30) days’ written notice to Landlord, in the event of a Casualty, and any of the following occurs: (i) If any Casualty Event the time required for substantial completion of restoration is reasonably estimated to take more two hundred seventy (if 270) days from 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 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 date of the affected Mortgaged Revolving Credit Facility Rig, effective on Casualty; (ii) Landlord has not commenced repairs and/or restoration within ninety (90) days from the 90th day following the occurrence date of such Casualty Event, unless on (provided Landlord has received insurance proceeds); or before the 90th day following such Casualty Event, (1iii) the Credit Party who owned such affected Mortgaged Revolving Credit Facility Rig shall have made all Landlord has not completed repairs to the Mortgaged Revolving Credit Facility Rig that are necessary to restore such Mortgaged Revolving Credit Facility Rig to the use and condition and/or restoration within one hundred eighty (180) days after commencement of such Mortgaged Revolving Credit Facility Rig prior to such Casualty Event in the sole discretion repairs or restoration; upon which Base Rent and Additional Rent shall be apportioned as of the Collateral Agent (acting on the instruction date 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).Casualty. 7.7