Common use of Deposit of Earnings Clause in Contracts

Deposit of Earnings. (a) Holdings shall cause the Collateral Rig Operator to cause all Earnings to be deposited into the Earnings Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Operator shall have full control of the funds within the Earnings Account. Without limiting Holdings’ or the Collateral Rig Owner’s obligations in respect of this Section 4.18, Holdings agrees that, in the event any Note Party receives any “Earnings Collateral” (as defined in the Assignment of Earnings) or “Insurance Collateral” (as defined in the Assignment of Insurances), or any such Earnings Collateral or Insurance Collateral are deposited other than in the Earnings Account, Holdings shall, or shall cause such other Note Party to, promptly deposit all such proceeds into an Earnings Account. (b) The Collateral Rig Owner shall cause all earnings, hires, freights, income and other sums payable to the Collateral Rig Owner in respect of the Collateral Rig under the Bareboat Charter or otherwise derived from the Bareboat Charter to be deposited into the Bareboat Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Owner shall have full control of the funds within the Bareboat Account.

Deposit of Earnings. (a) Holdings shall cause the Collateral Rig Operator to cause all Earnings to be deposited into the Earnings Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Operator shall have full control of the funds within the Earnings Account. Without limiting Holdings’ or the Collateral Rig Owner’s obligations in respect of this Section 4.18, Holdings agrees that, in the event any Note Party receives any “Earnings Collateral” (as defined in the Assignment of Earnings) or “Insurance Collateral” (as defined in the Assignment of Insurances), or any such Earnings Collateral or Insurance Collateral are deposited other than in the Earnings Account, Holdings shall, or shall cause such other Note Party to, promptly deposit all such proceeds into an Earnings Account. (b) The Collateral Rig Owner shall cause all dividends, other similar payments and distributions received from the Collateral Rig Operator and all earnings, hires, freights, income and other sums payable to the Collateral Rig Owner in respect of the Collateral Rig under the Bareboat Charter or otherwise derived from the Bareboat Charter to be deposited into the Bareboat Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Owner shall have full control of the funds within the Bareboat Account.

Deposit of Earnings. (a) Holdings shall cause the Collateral Rig Operator to cause all Earnings to be deposited into the Earnings Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Operator shall have full control of the funds within the Earnings Account. Without limiting Holdings’ or the a Collateral Rig Owner’s obligations in respect of this Section 4.18, Holdings agrees that, in the event any Note Party receives any “Earnings Collateral” (as defined in the Assignment of Earnings) or “Insurance Collateral” (as defined in the Assignment of Insurances), or any such Earnings Collateral or Insurance Collateral are deposited other than in the Earnings Account, Holdings shall, or shall cause such other Note Party to, promptly deposit all such proceeds into an Earnings Account. (b) The Each Collateral Rig Owner shall cause all earnings, hires, freights, income and other sums payable to the such Collateral Rig Owner in respect of the applicable Collateral Rig under the a Bareboat Charter or otherwise derived from the a Bareboat Charter to be deposited into the applicable Bareboat Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the such Collateral Rig Owner shall have full control of the funds within the Bareboat Account.

Deposit of Earnings. (a) Holdings shall cause the each Collateral Rig Operator to cause all Earnings to be deposited into the applicable Earnings Account, Account for such Collateral Rig and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC the Company or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the such Collateral Rig Operator shall have full control of the funds within the applicable Earnings Account. Without limiting Holdings’ or the a Collateral Rig Owner’s obligations in respect of this Section 4.184.16, Holdings agrees that, in the event any Note Party receives any “Earnings Collateral” (as defined in the Assignment of Earnings) or “Insurance Collateral” (as defined in the Assignment of Insurances), or any such Earnings Collateral or Insurance Collateral are deposited other than in the Earnings Account, Holdings shall, or shall cause such other Note Party to, promptly deposit all such proceeds into an Earnings Account. (b) The Each Collateral Rig Owner shall cause all earnings, hires, freights, income and other sums payable to the such Collateral Rig Owner in respect of the applicable Collateral Rig under the a Bareboat Charter or otherwise derived from the a Bareboat Charter to be deposited into the applicable Bareboat Account, Account for such Collateral Rig and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC the Company or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the such Collateral Rig Owner shall have full control of the funds within the Bareboat Account.

Deposit of Earnings. 49 (a) Holdings shall cause the Collateral Rig Operator to cause all Earnings to be deposited into the Earnings Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Operator shall have full control of the funds within the Earnings Account. Without limiting Holdings’ or the Collateral Rig Owner’s obligations in respect of this Section 4.18, Holdings agrees that, in the event any Note Party receives any “Earnings Collateral” (as defined in the Assignment of Earnings) or “Insurance Collateral” (as defined in the Assignment of Insurances), or any such Earnings Collateral or Insurance Collateral are deposited other than in the Earnings Account, Holdings shall, or shall cause such other Note Party to, promptly deposit all such proceeds into an Earnings Account. (b) The Collateral Rig Owner shall cause all earnings, hires, freights, income and other sums payable to the Collateral Rig Owner in respect of the Collateral Rig under the Bareboat Charter or otherwise derived from the Bareboat Charter to be deposited into the Bareboat Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Owner shall have full control of the funds within the Bareboat Account.

Deposit of Earnings. (a) Holdings shall cause the Collateral Rig Operator to cause all Earnings to be deposited into the Earnings Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Operator shall have full control of the funds within the Earnings Account. Without limiting Holdings’ or the Collateral Rig Owner’s obligations in respect of this Section 4.18, Holdings agrees that, in the event any Note Party receives any “Earnings Collateral” (as defined in the Assignment of Earnings) or “Insurance Collateral” (as defined in the Assignment of Insurances), or any such Earnings Collateral or Insurance Collateral are deposited other than in the Earnings Account, Holdings shall, or shall cause such other Note Party to, promptly deposit all such proceeds into an Earnings Account. (b) The In instances where there is a Bareboat Charter in effect, the Collateral Rig Owner shall cause all earnings, hires, freights, income and other sums payable to the Collateral Rig Owner in respect of the Collateral Rig under the such Bareboat Charter or otherwise derived from the such Bareboat Charter to be deposited into the Bareboat Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Owner shall have full control of the funds within the Bareboat Account.

Deposit of Earnings. (ai) Holdings shall cause the Collateral Rig Operator to cause all Earnings to be deposited into the Earnings Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Operator shall have full control of the funds within the Earnings Account. Without limiting Holdings’ or the a Collateral Rig Owner’s obligations in respect of this Section 4.18, Holdings agrees that, in the event any Note Party receives any “Earnings Collateral” (as defined in the Assignment of Earnings) or “Insurance Collateral” (as defined in the Assignment of Insurances), or any such Earnings Collateral or Insurance Collateral are deposited other than in the Earnings Account, Holdings shall, or shall cause such other Note Party to, promptly deposit all such proceeds into an Earnings Account. (bii) The Each Collateral Rig Owner shall cause all earnings, hires, freights, income and other sums payable to the such Collateral Rig Owner in respect of the applicable Collateral Rig under the a Bareboat Charter or otherwise derived from the a Bareboat Charter to be deposited into the applicable Bareboat Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the such Collateral Rig Owner shall have full control of the funds within the Bareboat Account.

Deposit of Earnings. (a) Holdings shall Each Credit Party will cause the earnings derived from each of the respective Collateral Rig Operator Vessels, to cause all the extent constituting Earnings and Insurance Collateral, to be deposited by the respective account debtor in respect of such earnings into the an Earnings AccountAccount (it being understood that, and subject to Section 4.15 so long as (i) there does not exist absent an Event of Default for which notice has been received from the Collateral Agent of its intent (and, solely with respect to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceedingSection 8.07(d), a Default), the Collateral Rig Operator Borrower shall have full control of the funds within the Earnings AccountAccounts). Without limiting Holdings’ or the Collateral Rig Ownerany Credit Party’s obligations in respect of this Section 4.187.12, Holdings each Credit Party agrees that, in the event any Note Party it receives any “earnings constituting Earnings Collateral” (as defined in the Assignment of Earnings) or “and Insurance Collateral” (as defined in the Assignment of Insurances), or any such Earnings Collateral or Insurance Collateral earnings are deposited into an account other than in the an Earnings Account, Holdings shall, or it shall cause such other Note Party to, promptly deposit all such proceeds into an the Earnings Account. (b) The Collateral Rig Owner shall cause all earningsNotwithstanding the requirements set forth in clause (a), hires, freights, income and other sums payable to Earnings for the Collateral Rig Owner Vessels described in respect Part 1 of the Collateral Rig under the Bareboat Charter or otherwise derived from the Bareboat Charter Schedule VI shall be permitted to be deposited into one or more deposit accounts held by a Collateral Vessel Owner at Hamburg Commercial Bank, ING Bank N.V. and/or Credit Agricole Corporate and Investment Bank (the Bareboat Account“Existing Account Bank”) into which Earnings are payable in connection with charter agreements and other contracts of employment for such Collateral Vessels existing on the Closing Date; provided that, (x) not later than 15 days after the Closing Date, each relevant Collateral Vessel Owner shall have provided evidence to the Administrative Agent that the signatories on such accounts are Authorized Officers of such Collateral Vessel Owners and (y) not later than 30 days after the Closing Date (subject to Section 4.15 so long as extensions to be reasonably agreed upon by the Administrative Agent), (i) there does not exist each relevant Collateral Vessel Owner shall have executed and delivered an Event of Default for which notice has been received from account pledge agreement over the Collateral Agent of its intent relevant accounts at the Existing Account Bank pursuant to exercise its remedies documentation in accordance with this Indenture form and substance reasonably acceptable to the Required Lenders (each, an “Additional Account Pledge Agreement”), (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the each relevant Collateral Rig Vessel Owner shall have full control closed such accounts and all amounts on deposit transferred to an Earnings Account and/or (iii) each relevant Collateral Vessel Owner shall have entered into other arrangements for amounts on deposit in such accounts to be periodically swept into an Earnings Account pursuant to documentation satisfactory to the Required Lenders. (c) The Borrower shall ensure that each new charter entered into after the Closing Date for the Collateral Vessels described in Part 1 of Schedule VI shall comply with the funds within the Bareboat Accountrequirements in clause (a) for such charter or other contract of employment.

Deposit of Earnings. (a) Holdings shall cause the Collateral Rig Operator to cause all Earnings to be deposited into the applicable Earnings AccountAccount (but with respect to TBL, such Earnings to be deposited in accordance with Section 4.33), and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Operator shall have full control of the funds within the Earnings Account. Without limiting Holdings’ or the Collateral Rig Owner’s obligations in respect of this Section 4.18, Holdings agrees that, in the event any Note Party receives any “Earnings Collateral” (as defined in the Assignment of Earnings) Collateral or “Insurance Collateral” (as defined in the Assignment of Insurances)Collateral , or any such Earnings Collateral or Insurance Collateral are deposited other than in the Earnings Account, Holdings shall, or shall cause such other Note Party to, promptly deposit all such proceeds into an Earnings Account. (b) The In instances where there is a Charter in effect, the Collateral Rig Owner or the Collateral Rig Operator (if such Collateral Rig Operator is chartering the Collateral Rig to another Collateral Rig Operator), as applicable, shall cause all earnings, hires, freights, income and other sums payable to the Collateral Rig Owner or the Collateral Rig Operator (if such Collateral Rig Operator is chartering the Collateral Rig to another Collateral Rig Operator), as applicable, in respect of the Collateral Rig under the Bareboat such Charter or otherwise derived from the Bareboat such Charter to be deposited into the Bareboat Charter Account, and subject to Section 4.15 so long as (i) there does not exist an Event of Default for which notice has been received from the Collateral Agent of its intent to exercise its remedies in accordance with this Indenture and (ii) none of Holdings or TINC or any their respective Subsidiaries have commenced or become the subject of an insolvency proceeding, the Collateral Rig Owner or the Collateral Rig Operator, as applicable, shall have full control of the funds within the Bareboat Charter Account.. ​