Common use of Operation of Rigs Clause in Contracts

Operation of Rigs. (a) make any modification to any Rig which would materially or adversely alter the structure, type or performance characteristics of such Rig or which would materially reduce the value of such Rig; (b) employ any Rig or allow its employment in any trade or business which is unlawful under the laws of any relevant jurisdiction in which it is located or subject or in carrying illicit or prohibited goods or in any manner whatsoever which can reasonably be expected to render it liable to destruction, seizure or confiscation; and in the event of hostilities in any part of the world (whether war be declared or not) not employ any Rig or suffer its employment in carrying any contraband goods or to enter or trade to any zone which is declared a war zone by any Government Authority or by the War Risks insurers of such Rig unless there shall have been effected by the Loan Parties (at their expense) such special, additional or modified insurance cover as the Collateral Agent may reasonably require; (c) if an Event of Default has occurred and is continuing, undertake or commence upgrades or improvements on any Rig without the previous consent of the Majority Lenders, and unless the Person to provide such upgrades or improvements shall first have given to the Collateral Agent a written waiver or subordination of its Liens or its equivalent, such waiver or subordination to be in form and substance reasonably satisfactory to the Collateral Agent; (d) charter any Rig to, or permit the Rig to serve under any contract with, a Person (i) or engage in any transaction, which will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (iii) that engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any such Person, if such transaction or violation would (A) expose the Collateral Agent or any Secured Party to any penalty, sanction or investigation or (B) jeopardize the Lien created by the Rig Mortgages or (C) reasonably be expected to have a material adverse effect on the Loan Parties or the operation of the Rigs, or any Loan Party’s ability to load or discharge cargo or to effect repairs on the Rigs; (e) cause or permit any Rig to be operated in any manner contrary to law (except where the failure to operate in compliance with any law would not have a material adverse effect on the Loan Parties, such Rig or the Lien created by the applicable Rig Mortgage); (f) abandon any Rig in a port outside the United States of America; (g) engage in any unlawful trade or violate any law or carry any cargo that shall expose any Rig to forfeiture or capture; (h) operate any Rig in any jurisdiction or in any manner which could cause the Lien created by the applicable Rig Mortgage to be rendered unenforceable or the Collateral Agent’s foreclosure or enforcement rights to be materially impaired or hindered; or (i) without giving prior written notice thereof to the Collateral Agent, change the registered owner, name, flag, official or patent number, as the case may be, the home port or class of any Rig.

Operation of Rigs. The Borrower will, and will cause each Subsidiary to comply with the following with respect to each Rig: (a) (i) Comply with and satisfy all Governmental Requirements of the jurisdiction of such Rig’s home port, now or hereafter from time to time in effect, in order that such Rig shall continue to be documented pursuant to the laws of the jurisdiction of its home port with such endorsements as shall qualify such Rigs for participation in the trades and services to which it may be dedicated from time to time or (ii) not do or allow to be done anything whereby such documentation is or could reasonably be expected be forfeited. (b) The Borrower and each Subsidiary which owns or operates, or will own or operate, one or more such Rigs will, at all times while owning or operating such Rigs, be qualified to own and operate such Rigs under the laws of the jurisdiction of such Rig’s registry. (c) With respect to each Rig that is being actively marketed or operated, keep such Rig in a good and sufficient state of repair consistent with industry standards of ownership and management practice employed by owners of mobile offshore drilling rigs of similar size and type and geographically situated and so as to maintain the present class of such Rig at its current classification by any first-class, recognized rating agency, including, without limitation, the American Bureau of Shipping, free of recommendations affecting class and qualifications and change of class. (d) With respect to each Rig that is being actively marketed or operated: (i) make or cause to be made all repairs to or replacement of any modification to damaged, worn or lost parts or equipment such that the value of such Rig will not be materially impaired, and (ii) except as otherwise contemplated by this Agreement, not remove any material part of, or item of equipment owned by the Borrower or any applicable Subsidiary installed on, such Rig which would materially or adversely alter except in the structure, type or performance characteristics ordinary course of the operation and maintenance of such Rig or unless (A) the part or item so removed is forthwith replaced by a suitable part or item which would is in the same condition as or better condition than the part or item removed, is free from any Lien (other than Excepted Liens) in favor of any Person other than the Administrative Agent and becomes, upon installation on such Rig the property of the Borrower or such Subsidiary and subject to the security constituted by the Rig Mortgage or the Security Instruments, if applicable, or (B) the removal will not materially reduce diminish the value of such Rig;. (be) employ any Submit such Rig to such periodical or allow its employment other surveys as may be required for classification purposes and, upon the written request of the Administrative Agent supply to the Administrative Agent copies of all survey reports and classification certificates issued in any trade respect thereof. (f) Subject to Bankruptcy Court prior approval (to the extent that the same is required), promptly pay and discharge in the ordinary course all debts, damages and liabilities whatsoever which have given or business which is unlawful under the laws of any relevant jurisdiction may give rise to maritime or possessory Liens (other than Excepted Liens) on or claims enforceable against such Rig and all tolls, dues, taxes, assessments, governmental charges, fines and penalties that are material in which it is located or subject amount and lawfully charged on or in carrying illicit or prohibited goods or respect of such Rig other than any of the foregoing being contested in any manner whatsoever which can reasonably be expected to render it liable to destructiongood faith and, seizure or confiscation; and if necessary, diligently by appropriate proceedings, and, in the event of hostilities arrest of any such Rig pursuant to legal process, or in the event of its detention in exercise or purported exercise of any part of such Lien or claim as aforesaid, procure, if possible, the world (whether war be declared or not) not employ any Rig or suffer its employment in carrying any contraband goods or to enter or trade to any zone which is declared a war zone by any Government Authority or by the War Risks insurers release of such Rig unless there shall have been effected from such arrest or detention forthwith upon receiving notice thereof by the Loan Parties (at their expense) such special, additional providing bail or modified insurance cover otherwise as the Collateral Agent circumstances may reasonably require; (c) if an Event of Default has occurred and is continuing, undertake or commence upgrades or improvements on any Rig without the previous consent of the Majority Lenders, and unless the Person to provide such upgrades or improvements shall first have given to the Collateral Agent a written waiver or subordination of its Liens or its equivalent, such waiver or subordination to be in form and substance reasonably satisfactory to the Collateral Agent; (d) charter any Rig to, or permit the Rig to serve under any contract with, a Person (i) or engage in any transaction, which will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (iii) that engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any such Person, if such transaction or violation would (A) expose the Collateral Agent or any Secured Party to any penalty, sanction or investigation or (B) jeopardize the Lien created by the Rig Mortgages or (C) reasonably be expected to have a material adverse effect on the Loan Parties or the operation of the Rigs, or any Loan Party’s ability to load or discharge cargo or to effect repairs on the Rigs; (e) cause or permit any Rig to be operated in any manner contrary to law (except where the failure to operate in compliance with any law would not have a material adverse effect on the Loan Parties, such Rig or the Lien created by the applicable Rig Mortgage); (f) abandon any Rig in a port outside the United States of America;. (g) engage Maintain, or cause to be maintained by the charterer or lessee of any such Rig, a valid Certificate of Financial Responsibility (Oil Pollution) issued by the United States Coast Guard pursuant to the Federal Water Pollution Control Act to the extent that such certificate may be required by applicable Governmental Requirements for any such Rig and such other similar certificates as may be required in the course of the operations of any unlawful trade such Rig pursuant to the International Convention on Civil Liability for Oil Pollution Damage of 1969, or violate other applicable Governmental Requirements concerning financial responsibility for liabilities imposed on such Borrower or the Rigs with respect to pollution by any law state or carry any cargo that shall expose any Rig to forfeiture nation or capture;political subdivision thereof. (h) operate any If the Person operating such Rig is not a Loan Party, promptly remit all earnings received by such Person from such Rig back to the appropriate Loan Party. For the avoidance of doubt, “earnings” does not include operating costs and reasonable management fees as are customary in any jurisdiction the industry and which are set forth and supported by a budget for such Rigs which will be delivered to the Administrative Agent on or in any manner which could cause before such time as the Lien created by the applicable subject Rig Mortgage to be rendered unenforceable or the Collateral Agent’s foreclosure or enforcement rights to be materially impaired or hindered; orbegins operations for such Person. (i) without giving prior written notice thereof Cause such Rigs to be managed by the Collateral AgentBorrower or one of the Guarantors, change or such other national or international, independent manager of established reputation engaged in the registered owner, name, flag, official same or patent numbersimilar operation of mobile offshore drilling rigs similar to such Rigs, as consented to by the case may be, Administrative Agent. (j) Cause such Rig to be registered under the home port or class laws and flag of any Rigthe jurisdiction under which such Rig is registered as of the date of execution of this Agreement. (k) Operate such Rigs in accordance with applicable insurance requirements from time to time in effect.

Operation of Rigs. With respect to each Rig: (a) (i) Comply with and satisfy all Legal Requirements of the jurisdiction of such Rig’s home port, now or hereafter from time to time in effect, in order that such Rig shall continue to be documented pursuant to the laws of the jurisdiction of its home port with such endorsements as shall qualify such Rigs for participation in the trades and services to which it may be dedicated from time to time or (ii) not do or allow to be done anything whereby such documentation is or could reasonably be expected be forfeited; (b) The Borrower and each other Loan Party which owns or operates, or will own or operate, one or more such Rigs will, at all times while owning or operating such Rigs, be qualified to own and operate such Rigs under the laws of the jurisdiction of such Rig’s registry; (c) Subject to Section 2.07(c), keep such Rig in a good and sufficient state of repair consistent with industry standards of ownership and management practice employed by owners of mobile offshore drilling rigs of similar size and type and geographically situated and so as to maintain the present class of such Rig at its current classification by any first-class, recognized rating agency, including, without limitation, the American Bureau of Shipping, free of recommendations affecting class and qualifications and change of class; (d) Subject to Section 2.07(c), (i) make or cause to be made all repairs to or replacement of any modification to damaged, worn or lost parts or equipment such that the value of such Rig will not be materially impaired and (ii) except as otherwise contemplated by this Agreement, not remove any material part of, or item of equipment owned by the Loan Parties installed on, such Rig which would materially or adversely alter except in the structure, type or performance characteristics ordinary course of the operation and maintenance of such Rig or unless (A) the part or item so removed is forthwith replaced by a suitable part or item which would is in the same condition as or better condition than the part or item removed, is free from any Lien (other than Excepted Liens) in favor of any Person other than the Administrative Agent and becomes, upon installation on such Rig the property of the Loan Parties and subject to the security constituted by the Rig Mortgage or the Security Agreement, if applicable, or (B) the removal will not materially reduce diminish the value of such Rig; (be) employ any Submit such Rig to such periodical or allow its employment in any trade or business which is unlawful under other surveys as may be required for classification purposes and, upon the laws of any relevant jurisdiction in which it is located or subject or in carrying illicit or prohibited goods or in any manner whatsoever which can reasonably be expected to render it liable to destruction, seizure or confiscation; and in the event of hostilities in any part written request of the world (whether war be declared or not) not employ any Rig or suffer its employment in carrying any contraband goods or to enter or trade to any zone which is declared a war zone by any Government Authority or by the War Risks insurers of such Rig unless there shall have been effected by the Loan Parties (at their expense) such special, additional or modified insurance cover as the Collateral Administrative Agent may reasonably require; (c) if an Event of Default has occurred and is continuing, undertake or commence upgrades or improvements on any Rig without the previous consent of the Majority Lenders, and unless the Person to provide such upgrades or improvements shall first have given supply to the Collateral Administrative Agent a written waiver or subordination copies of its Liens or its equivalent, such waiver or subordination to be all survey reports and classification certificates issued in form and substance reasonably satisfactory to the Collateral Agent; (d) charter any Rig to, or permit the Rig to serve under any contract with, a Person (i) or engage in any transaction, which will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (iii) that engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any such Person, if such transaction or violation would (A) expose the Collateral Agent or any Secured Party to any penalty, sanction or investigation or (B) jeopardize the Lien created by the Rig Mortgages or (C) reasonably be expected to have a material adverse effect on the Loan Parties or the operation of the Rigs, or any Loan Party’s ability to load or discharge cargo or to effect repairs on the Rigs; (e) cause or permit any Rig to be operated in any manner contrary to law (except where the failure to operate in compliance with any law would not have a material adverse effect on the Loan Parties, such Rig or the Lien created by the applicable Rig Mortgage)respect thereof; (f) abandon Promptly pay and discharge in the ordinary course all debts, damages and liabilities whatsoever which have given or may give rise to maritime or possessory Liens (other than Excepted Liens) on or claims enforceable against such Rig and all tolls, dues, taxes, assessments, governmental charges, fines and penalties that are material in amount and lawfully charged on or in respect of such Rig other than any of the foregoing being contested in good faith and, if necessary, diligently by appropriate proceedings, and, in the event of arrest of any such Rig pursuant to legal process, or in a port outside the United States event of Americaits detention in exercise or purported exercise of any such Lien or claim as aforesaid, procure, if possible, the release of such Rig from such arrest or detention forthwith upon receiving notice thereof by providing bail or otherwise as the circumstances may require; (g) engage Maintain, or cause to be maintained by the charterer or lessee of any such Rig, a valid Certificate of Financial Responsibility (Oil Pollution) issued by the United States Coast Guard pursuant to the Federal Water Pollution Control Act to the extent that such certificate may be required by applicable Legal Requirements for any such Rig and such other similar certificates as may be required in the course of the operations of any unlawful trade such Rig pursuant to the International Convention on Civil Liability for Oil Pollution Damage of 1969, or violate other applicable Legal Requirements concerning financial responsibility for liabilities imposed on such Borrower or the Rigs with respect to pollution by any law state or carry any cargo that shall expose any Rig to forfeiture nation or capturepolitical subdivision thereof; (h) operate any If the Person operating such Rig is not a Loan Party, promptly remit all earnings received by such Person from such Rig back to the appropriate Loan Party. For the avoidance of doubt, “earnings” does not include operating costs and reasonable management fees as are customary in any jurisdiction the industry and which are set forth and supported by a budget for such Rigs which will be delivered to the Administrative Agent on or in any manner which could cause before such time as the Lien created by the applicable subject Rig Mortgage to be rendered unenforceable or the Collateral Agent’s foreclosure or enforcement rights to be materially impaired or hindered; orbegins operations for such Person; (i) without giving prior written notice thereof Cause such Rigs to be managed by the Collateral AgentBorrower or one of the Loan Parties, change or such other national or international, independent manager of established reputation engaged in the registered owner, name, flag, official same or patent numbersimilar operation of mobile offshore drilling rigs similar to such Rigs, as consented to by the case Administrative Agent acting upon instruction from the Required Lenders; (j) Cause such Rig to be registered under the laws and flag of an Acceptable Flag Jurisdiction. Notwithstanding the foregoing, any Loan Party may be, the home port or class of any Rigtransfer a Collateral to another Acceptable Flag Jurisdiction pursuant to a Flag Jurisdiction Transfer; and (k) Operate such Rigs in accordance with applicable insurance requirements from time to time in effect.

Operation of Rigs. With respect to the Rigs: (a) make any modification to any such Rig which would materially or adversely alter the structure, type or performance characteristics of such Rig or which would materially reduce the value of such Rig; (b) employ any Rig or allow its employment in any trade or business which is unlawful under the laws of any relevant jurisdiction in which it is located or subject or in carrying illicit or prohibited goods or in any manner whatsoever which can reasonably be expected to render it liable to destruction, seizure or confiscation; and in the event of hostilities in any part of the world (whether war be declared or not) not employ any Rig or suffer its employment in carrying any contraband goods or to enter or trade to any zone which is declared a war zone by any Government Authority or by the War Risks insurers of such Rig unless there shall have been effected by the Loan Parties (at their expense) such special, additional or modified insurance cover as the Collateral Agent may reasonably require; (c) if an Event of Default has occurred and is continuingcontinuing and unless such upgrades or improvements are not subject to an in force contractual arrangement that was not entered into in breach of this Agreement and which is for a term of 12 months or more, undertake or commence upgrades or improvements on any such Rig without the previous consent of the Majority Lenders, Required Lenders and unless the Person to provide such upgrades or improvements shall first have given delivery to the Collateral Administrative Agent of a written waiver or subordination of its Liens or its equivalent, such waiver or subordination to be in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and executed by the Person providing such upgrades or improvements; (dc) charter any such Rig to, or permit the such Rig to serve under any contract with, a Person (i) or engage in any transaction, which will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (iii) that engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any such Person, if such transaction or violation would (A) expose the Collateral Administrative Agent or any Secured Party to any penalty, sanction or investigation or (B) jeopardize the Lien created by the Rig Mortgages or (C) reasonably be expected to have a material adverse effect on the Loan Parties or the operation of the such Rigs, or any Loan Party’s ability to load or discharge cargo or to effect repairs on the such Rigs; (ed) cause or permit any such Rig to be operated in any manner contrary to law applicable to it and its operations (except where the failure to operate in compliance with any such law would not have a material adverse effect on the Loan Parties, such Rig or the Lien created by the applicable Rig Mortgage); (fe) abandon any such Rig in a port outside the United States of America; (gf) engage in any unlawful trade or violate any law or carry any cargo that shall expose any such Rig to forfeiture or capture; (hg) operate any such Rig in any jurisdiction or in any manner which could cause the Lien created by the applicable Rig Mortgage to be rendered unenforceable or the Collateral Administrative Agent’s foreclosure or enforcement rights to be materially impaired or hindered; or; (ih) without giving prior written notice thereof to the Collateral Administrative Agent, change the registered owner, name, flag, official or patent number, as the case may be, the home port or class of any such Rig; (i) any act by which any Insurance Policy or entry required by Section 5.04 may be suspended, impaired or cancelled, and permit or allow any Rig to undertake any voyage or run any risk or transport any cargo which may not be permitted by the Insurance Policies in force, without having previously insured such Rig by additional coverage to extend to such voyages, risks or cargoes; or (j) cause or permit any Rig to operate or undertake a voyage to or to sail in any area which has been declared a war area by the relevant underwriters and insurance companies and has been included in the list of exclusions from time to time in effect attached to the war risks insurance policies in the form of the war risks trading warranties, without first notifying thereof the Administrative Agent and the war risks underwriters of such Rig and paying any additional insurance premiums required.

Operation of Rigs. (a) make (i) Comply with and satisfy all Legal Requirements of the jurisdiction of such Rig’s home port, now or hereafter from time to time in effect, in order that such Rig shall continue to be documented pursuant to the laws of the jurisdiction of its home port with such endorsements as shall qualify such Rigs for participation in the trades and services to which it may be dedicated from time to time or (ii) not do or allow to be done anything whereby such documentation is or could reasonably be expected be forfeited; (b) The applicable Borrower and each other Loan Party which owns or operates, or will own or operate, one or more Rigs will, at all times while owning or operating such Rigs, be qualified to own and operate such Rigs under the laws of the jurisdiction of such Rig’s registry; (c) Keep such Rig in a good and sufficient state of repair consistent with first-class ship-ownership and management practice employed by owners of vessels of similar size and type and so as to maintain the present class of such Rig at its current classification by any modification first-class, recognized rating agency, including, without limitation, the American Bureau of Shipping, free of recommendations affecting class and qualifications and change of class; (i) Make or cause to be made all repairs to or replacement of any damaged, worn or lost parts or equipment such that the value of such Rig which would will not be materially impaired and (ii) except as otherwise contemplated by this Agreement, not remove any material part of, or adversely alter item of equipment owned by the structureLoan Parties installed on, type or performance characteristics such Rig except in the ordinary course of the operation and maintenance of such Rig or unless (A) the part or item so removed is forthwith replaced by a suitable part or item which would is in the same condition as or better condition than the part or item removed, is free from any Lien (other than Permitted Prior Liens) in favor of any Person other than the Collateral Agent and becomes, upon installation on such Rig the property of the Loan Parties and subject to the security constituted by the Rig Mortgage or the Security Agreement or (B) the removal will not materially reduce diminish the value of such Rig; (be) employ any Rig or allow its employment in any trade or business which is unlawful under the laws of any relevant jurisdiction in which it is located or subject or in carrying illicit or prohibited goods or in any manner whatsoever which can reasonably be expected to render it liable to destruction, seizure or confiscation; and in the event of hostilities in any part of the world (whether war be declared or not) not employ any Rig or suffer its employment in carrying any contraband goods or to enter or trade to any zone which is declared a war zone by any Government Authority or by the War Risks insurers of Submit such Rig unless there shall have been effected by to such periodical or other surveys as may be required for classification purposes and, upon the Loan Parties (at their expense) such special, additional or modified insurance cover as written request of the Collateral Agent may reasonably require; (c) if an Event of Default has occurred and is continuing, undertake or commence upgrades or improvements on any Rig without the previous consent of the Majority Lenders, and unless the Person to provide such upgrades or improvements shall first have given supply to the Collateral Agent a written waiver or subordination copies of its Liens or its equivalent, such waiver or subordination to be all survey reports and classification certificates issued in form and substance reasonably satisfactory to the Collateral Agent; (d) charter any Rig to, or permit the Rig to serve under any contract with, a Person (i) or engage in any transaction, which will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (iii) that engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any such Person, if such transaction or violation would (A) expose the Collateral Agent or any Secured Party to any penalty, sanction or investigation or (B) jeopardize the Lien created by the Rig Mortgages or (C) reasonably be expected to have a material adverse effect on the Loan Parties or the operation of the Rigs, or any Loan Party’s ability to load or discharge cargo or to effect repairs on the Rigs; (e) cause or permit any Rig to be operated in any manner contrary to law (except where the failure to operate in compliance with any law would not have a material adverse effect on the Loan Parties, such Rig or the Lien created by the applicable Rig Mortgage)respect thereof; (f) abandon Promptly pay and discharge all debts, damages and liabilities whatsoever which have given or may give rise to maritime or possessory Liens (other than Permitted Prior Liens) on or claims enforceable against such Rig and all tolls, dues, taxes, assessments, governmental charges, fines and penalties that are material in amount and lawfully charged on or in respect of each Rig other than any of the foregoing being contested in good faith and diligently by appropriate proceedings, and, in the event of arrest of any Rig pursuant to legal process, or in a port outside the United States event of Americaits detention in exercise or purported exercise of any such Lien or claim as aforesaid, procure, if possible, the release of such Rig from such arrest or detention forthwith upon receiving notice thereof by providing bail or otherwise as the circumstances may require; (g) engage in Maintain, or cause to be maintained by the charterer or lessee of any unlawful trade or violate any law or carry any cargo Rig, a valid Certificate of Financial Responsibility (Oil Pollution) issued by the United States Coast Guard pursuant to the Federal Water Pollution Control Act to the extent that shall expose such certificate may be required by applicable Legal Requirements for any Rig and such other similar certificates as may be required in the course of the operations of any Rig pursuant to forfeiture the International Convention on Civil Liability for Oil Pollution Damage of 1969, or captureother applicable Legal Requirements; (h) operate If the Person operating such Rig is not a Loan Party, promptly remit all earnings received by such Person from any Rig back to the appropriate Loan Party. For the avoidance of doubt, “earnings” does not include operating costs and reasonable management fees as are customary in any jurisdiction the industry and which are set forth and supported by a budget for such Rigs which will be delivered to the Facility Agent on or in any manner which could cause before such time as the Lien created by the applicable subject Rig Mortgage to be rendered unenforceable or the Collateral Agent’s foreclosure or enforcement rights to be materially impaired or hinderedbegins operations for such Person; orand (i) without giving prior written notice thereof Cause such Rigs to be managed by the Parent or one of the Loan Parties, or such other international, independent manager of established reputation engaged in the same or similar operation of vessels similar to the Collateral Agent, change the registered owner, name, flag, official or patent numberRigs, as consented to by the case may be, Facility Agent acting upon instruction from the home port or class of any RigMajority Lenders.