Common use of Change of Rig Owner Clause in Contracts

Change of Rig Owner. (a) Notwithstanding anything in the contrary in the Finance Documents, the Borrower shall have the right to permit the transfer of the ownership of the Rig to any Subsidiary of which it owns 100 per cent of the shares (the “New Rig Owner”), provided that such transfer, in the reasonable opinion of the Security Agent (on behalf of the Required Majority), does not negatively affect the security position of the Lenders. (b) The Borrower shall notify the Security Agent two (2) weeks before the transfer of ownership of the Rig to a New Rig Owner in accordance with (a) above. The transfer can only be effectuated upon having complied with the terms and conditions set out by the Security Agent relating to the security position. (c) Notwithstanding anything to the contrary in the Finance Documents, the Capricorn Ownership Restructuring may take place by Seadrill Capricorn Holdings contributing the shares in the Rig Owner to Seadrill Capricorn and a subsequent liquidation of the Rig Owner, whereby the ownership of the Rig will be transferred to Seadrill Capricorn and (acting through its Dubai branch), subject to the following terms and conditions being (the “Capricorn Ownership Restructuring”): (i) Seadrill Capricorn acceding to the Finance Documents as Rig Owner and Guarantor; (ii) Seadrill Capricorn providing a Mortgage, an Assignment of Earnings, an Assignment of Insurances and Assignment of Earnings Accounts; (iii) Seadrill Capricorn Holdings providing a pledge of all its shares in Seadrill Capricorn; (iv) the Finance Parties receiving confirmation from relevant counsel that the security interest created by the Mortgage will not be impaired or otherwise adversely affected by the Rig being transferred to Seadrill Capricorn’s Dubai branch; (v) the rights and interests of the Finance Parties under the Finance Documents not otherwise being adversely affected; (vi) the change of control mandatory prepayment events set out in clauses 8.6 (Change of control) and 8.5 (Change of Control) in each of the GIEK Facility Agreement and the Loan Facility Agreement respectively, being amended as to conform with the changes contemplated in this Clause 12.3; (vii) all representations and warranties contained in the Finance Documents being true both prior to and after the Capricorn Ownership Restructuring; and (viii) no Event of Default, Default, prepayment or cancellation event is existing prior to, upon or might arise as a result of, the Capricorn Ownership Restructuring

Change of Rig Owner. (a) Notwithstanding anything in the contrary in the Finance Documents, the Borrower shall have the right to permit the transfer of the ownership of the Rig to any Subsidiary of which it owns 100 per cent of the shares (the “New Rig Owner”), provided that such transfer, in the reasonable opinion of the Security Agent (on behalf of the Required Majority), does not negatively affect the security position of the Lenders. (b) The Borrower shall notify the Security Agent two (2) weeks before the transfer of ownership of the Rig to a New Rig Owner in accordance with (a) above. The transfer can only be effectuated upon having complied with the terms and conditions set out by the Security Agent relating to the security position. (c) Notwithstanding anything to the contrary in the Finance Documents, the Capricorn Ownership Restructuring may take place by Seadrill Capricorn Holdings contributing the shares in the Rig Owner to Seadrill Capricorn and a subsequent liquidation of the Rig Owner, whereby the ownership of the Rig will be transferred to Seadrill Capricorn and (acting through its Dubai branch), subject to the following terms and conditions being (the “Capricorn Ownership Restructuring”): (i) Seadrill Capricorn acceding to the Finance Documents as Rig Owner and Guarantor; (ii) Seadrill Capricorn providing a Mortgage, an Assignment of Earnings, an Assignment of Insurances and Assignment of Earnings Accounts; (iii) Seadrill Capricorn Holdings providing a pledge of all its shares in Seadrill Capricorn; (iv) the Finance Parties receiving confirmation from relevant counsel that the security interest created by the Mortgage will not be impaired or otherwise adversely affected by the Rig being transferred to Seadrill Capricorn’s Dubai branch; (v) the rights and interests of the Finance Parties under the Finance Documents not otherwise being adversely affected; (vi) the change of control mandatory prepayment events event set out in clauses 8.6 (Change of control) and 8.5 (Change of Control) in each of the GIEK Facility Agreement and the Loan Facility Agreement respectively, being amended as to conform with the changes contemplated in this Clause 12.3; (vii) all representations and warranties contained in the Finance Documents being true both prior to and after the Capricorn Ownership Restructuring; and (viii) no Event of Default, Default, prepayment or cancellation event is existing prior to, upon or might arise as a result of, the Capricorn Ownership Restructuring