Common use of Access to Cash Collateral Clause in Contracts

Access to Cash Collateral. (a) The Parties hereto hereby agree that the Borrower (or the Borrower Designee on behalf of the Borrower) shall have access to and use, in accordance with the terms and conditions hereof, the cash deposited from time to time in the Offshore Project Accounts (the “Cash Collateral”), other than any (i) cash relating to or deposited in any of the Debt Service Reserve Accounts, which shall remain undrawn during the Restructuring Proceedings and fully funded in accordance with the terms of the Brava Credit Agreement and related Financing Documents and (ii) any payments made in respect of any casualty Insurance Proceeds (as defined in the Brava Credit Agreement) exceeding USD 10 million in the aggregate following the date hereof. (b) Subject to Section 2.02 below, any such Cash Collateral made available to the Borrower (or the Borrower Designee on behalf of the Borrower) hereunder shall be (i) transferred to the Borrower (or the Borrower Designee on behalf of the Borrower) by the Offshore Account Bank from Offshore Project Accounts only on the dates set forth below (each, a “Cash Collateral Release Date”), provided for the avoidance of doubt, that this Agreement has become effective in accordance with its terms as of such date, and solely in the corresponding amounts set forth next to such date (each, a “Release Amount”). The portion of each Release Amount to be paid from, respectively, (i) the Offshore Project Accounts (as defined in the Brava Credit Agreement) pledged to the Brava Lenders and (ii) the Offshore Project Accounts (as defined in the A/L Credit Agreement) pledged to the A&L Lenders is set forth in Schedule I attached hereto. (c) All Cash Collateral so released hereunder shall, except as otherwise provided pursuant to Section 5.01 hereof, be promptly applied by Borrower (or the Borrower Designee on behalf of the Borrower) solely to pay required direct and reasonably allocated indirect costs relating to the operation and maintenance of the Drilling Units (as defined in the Brava and A/L Credit Agreements), in each case, in the normal course of operations and in accordance with the Business Plan (as defined in the Restructuring Term Sheet) and best industry practices. No Cash Collateral released hereunder shall be applied other than in accordance with this Section 2.01 (c). For the avoidance of doubt, in addition to the Release Amounts below, contractual operating expenses per the cash waterfalls shall also continue to be released in accordance with the current Financing Documents. Release Dates Release Amounts1 Early December Release Date (December 21, 2018) USD 5.6 million Late December Release Date (December 31, 2018) USD 6.6 million January Release Date (January 31, 2019) USD 11.2 million February Release Date (February 28, 2019) USD 9.2 million 1 Release Amounts include total aggregate amounts for both A/L and Brava. March Release Date (March 31, 2019) Up to USD 4.5 million and any applicable additional amounts, up to a maximum aggregate amount of USD 10 million2

Appears in 2 contracts

Samples: Plan Support and Lock Up Agreement, Backstop Commitment Agreement

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Access to Cash Collateral. (a) The Parties hereto hereby agree that the Borrower Borrowers (or the Borrower Designee on behalf of the BorrowerBorrowers) shall have access to and use, in accordance with the terms and conditions hereof, the cash deposited from time to time in the Offshore Project Accounts (the “Cash Collateral”), other than any (i) cash relating to or deposited in any of the Debt Service Reserve Accounts, which shall remain undrawn during the Restructuring Proceedings and fully funded in accordance with the terms of the Brava A/L Credit Agreement and related Financing Documents and (ii) any payments made in respect of any casualty Insurance Proceeds (as defined in the Brava A/L Credit Agreement) exceeding USD 10 million in the aggregate following the date hereof. (b) Subject to Section 2.02 below, any such Cash Collateral made available to the Borrower Borrowers (or the Borrower Designee on behalf of the BorrowerBorrowers) hereunder shall be (i) transferred to the Borrower Borrowers (or the Borrower Designee on behalf of the BorrowerBorrowers) by the Offshore Account Bank from Offshore Project Accounts only on the dates set forth below (each, a “Cash Collateral Release Date”), provided for the avoidance of doubt, that this Agreement has become effective in accordance with its terms as of such date, and solely in the corresponding amounts set forth next to such date (each, a “Release Amount”). The portion of each Release Amount to be paid from, respectively, (i) the Offshore Project Accounts (as defined in the Brava Credit Agreement) pledged to the Brava Lenders and (ii) the Offshore Project Accounts (as defined in the A/L Credit Agreement) pledged to the A&L Lenders is set forth in Schedule I attached hereto. (c) All Cash Collateral so released hereunder shall, except as otherwise provided pursuant to Section 5.01 hereof, be promptly applied by Borrower Borrowers (or the Borrower Designee on behalf of the BorrowerBorrowers) solely to pay required direct and reasonably allocated indirect costs relating to the operation and maintenance of the Drilling Units (as defined in the Brava and A/L Credit Agreements), in each case, in the normal course of operations and in accordance with the Business Plan (as defined in the Restructuring Term Sheet) and best industry practices. No Cash Collateral released hereunder shall be applied other than in accordance with this Section 2.01 (cSection 2.01(c). For the avoidance of doubt, in addition to the Release Amounts below, contractual operating expenses per the cash waterfalls shall also continue to be released in accordance with the current Financing Documents. Release Dates Release Amounts1 Early December Release Date (December 21, 2018) USD 5.6 million Late December Release Date (December 31, 2018) USD 6.6 million January Release Date (January 31, 2019) USD 11.2 million February Release Date (February 28, 2019) USD 9.2 million 1 Release Amounts include total aggregate amounts for both A/L and Brava. March Release Date (March 31, 2019) Up to USD 4.5 million and any applicable additional amounts, up to a maximum aggregate amount of USD 10 million2

Appears in 2 contracts

Samples: Plan Support and Lock Up Agreement, Backstop Commitment Agreement

Access to Cash Collateral. (a) The Parties hereto hereby agree that the Borrower Borrowers (or the Borrower Designee on behalf of the BorrowerBorrowers) shall have access to and use, in accordance with the terms and conditions hereof, the cash deposited from time to time in the Offshore Project Accounts (the “Cash Collateral”), other than any (i) cash relating to or deposited in any of the Debt Service Reserve Accounts, which shall remain undrawn during the Restructuring Proceedings and fully funded in accordance with the terms of the Brava A/L Credit Agreement and related Financing Documents and (ii) any payments made in respect of any casualty Insurance Proceeds (as defined in the Brava A/L Credit Agreement) exceeding USD 10 million in the aggregate following the date hereof. (b) Subject to Section 2.02 below, any such Cash Collateral made available to the Borrower Borrowers (or the Borrower Designee on behalf of the BorrowerBorrowers) hereunder shall be (i) transferred to the Borrower Borrowers (or the Borrower Designee on behalf of the BorrowerBorrowers) by the Offshore Account Bank from Offshore Project Accounts only on the dates set forth below (each, a “Cash Collateral Release Date”), provided for the avoidance of doubt, that this Agreement has become effective in accordance with its terms as of such date, and solely in the corresponding amounts set forth next to such date (each, a “Release Amount”). The portion of each Release Amount to be paid from, respectively, (i) the Offshore Project Accounts (as defined in the Brava Credit Agreement) pledged to the Brava Lenders and (ii) the Offshore Project Accounts (as defined in the A/L Credit Agreement) pledged to the A&L Lenders is set forth in Schedule I attached hereto. (c) All Cash Collateral so released hereunder shall, except as otherwise provided pursuant to Section 5.01 hereof, be promptly applied by Borrower Borrowers (or the Borrower Designee on behalf of the BorrowerBorrowers) solely to pay required direct and reasonably allocated indirect costs relating to the operation and maintenance of the Drilling Units (as defined in the Brava and A/L Credit Agreements), in each case, in the normal course of operations and in accordance with the Business Plan (as defined in the Restructuring Term Sheet) and best industry practices. No Cash Collateral released hereunder shall be applied other than in accordance with this Section 2.01 (cSection 2.01(c). For the avoidance of doubt, in addition to the Release Amounts below, contractual operating expenses per the cash waterfalls shall also continue to be released in accordance with the current Financing Documents. Release Dates Release Amounts1 Early December Release Date (December 21, 2018) Amounts3 USD 5.6 million Late December Release Date (December 31, 2018) USD 6.6 million January Release Date (January 31, 2019) USD 11.2 million February Release Date (February 28, 2019) USD 9.2 million 1 Release Amounts include total aggregate amounts for both A/L and Brava. March Release Date (March 31, 2019) Up to USD 4.5 million and any applicable additional amounts, up to a maximum aggregate amount of USD 10 million2)

Appears in 1 contract

Samples: Plan Support and Lock Up Agreement

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Access to Cash Collateral. (a) The Parties hereto hereby agree that the Borrower (or the Borrower Designee on behalf of the Borrower) shall have access to and use, in accordance with the terms and conditions hereof, the cash deposited from time to time in the Offshore Project Accounts (the “Cash Collateral”), other than any (i) cash relating to or deposited in any of the Debt Service Reserve Accounts, which shall remain undrawn during the Restructuring Proceedings and fully funded in accordance with the terms of the Brava Credit Agreement and related Financing Documents and (ii) any payments made in respect of any casualty Insurance Proceeds (as defined in the Brava Credit Agreement) exceeding USD 10 million in the aggregate following the date hereof. (b) Subject to Section 2.02 below, any such Cash Collateral made available to the Borrower (or the Borrower Designee on behalf of the Borrower) hereunder shall be (i) transferred to the Borrower (or the Borrower Designee on behalf of the Borrower) by the Offshore Account Bank from Offshore Project Accounts only on the dates set forth below (each, a “Cash Collateral Release Date”), provided for the avoidance of doubt, that this Agreement has become effective in accordance with its terms as of such date, and solely in the corresponding amounts set forth next to such date (each, a “Release Amount”). The portion of each Release Amount to be paid from, respectively, (i) the Offshore Project Accounts (as defined in the Brava Credit Agreement) pledged to the Brava Lenders and (ii) the Offshore Project Accounts (as defined in the A/L Credit Agreement) pledged to the A&L Lenders is set forth in Schedule I attached hereto. (c) All Cash Collateral so released hereunder shall, except as otherwise provided pursuant to Section 5.01 hereof, be promptly applied by Borrower (or the Borrower Designee on behalf of the Borrower) solely to pay required direct and reasonably allocated indirect costs relating to the operation and maintenance of the Drilling Units (as defined in the Brava and A/L Credit Agreements), in each case, in the normal course of operations and in accordance with the Business Plan (as defined in the Restructuring Term Sheet) and best industry practices. No Cash Collateral released hereunder shall be applied other than in accordance with this Section 2.01 (cSection 2.01(c). For the avoidance of doubt, in addition to the Release Amounts below, contractual operating expenses per the cash waterfalls shall also continue to be released in accordance with the current Financing Documents. Release Dates Release Amounts1 Early December Release Date (December 21, 2018) USD 5.6 million Late December Release Date (December 31, 2018) USD 6.6 million January Release Date (January 31, 2019) USD 11.2 million February Release Date (February 28, 2019) USD 9.2 million 1 Release Amounts include total aggregate amounts for both A/L and Brava. March Release Date (March 31, 2019) Up to USD 4.5 million and any applicable additional amounts, up to a maximum aggregate amount of USD 10 million2.

Appears in 1 contract

Samples: Plan Support and Lock Up Agreement

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