Common use of Assignments of Earnings, Insurances and Charter Clause in Contracts

Assignments of Earnings, Insurances and Charter. On each Borrowing Date, each Credit Party which is consummating a Vessel Acquisition on such date shall have duly authorized, executed and delivered an Assignment of Earnings in the form of Exhibit I-1 (as modified, supplemented or amended from time to time, the “Assignment of Earnings”), an Assignment of Insurances in the form of Exhibit I-2 (as modified, supplemented or amended from time to time, the “Assignment of Insurances”) and an Assignment of Charters in the form of Exhibit B to the Assignment of Earnings (as modified, supplemented or amended from time to time, the “Assignment of Charters”), together covering all of such Credit Party’s present and future Earnings and Insurance Collateral, in each ease together with: (i) proper Financing Statements (Form UCC-1) fully executed for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Assignment of Earnings, Assignment of Charters and the Assignment of Insurances; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions referred to in Section 6.07(i) above, together with copies of such other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens unless in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing if required by applicable laws); and (iii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Assignment of Earnings, the Assignment of Insurances and the Assignment of Charters have been taken.

Assignments of Earnings, Insurances and Charter. On each Vessel Acquisition Borrowing Date, each Credit Party which is consummating a Vessel Acquisition on such date shall have duly authorized, executed and delivered an Assignment of Earnings in the form of Exhibit I-1 (as modified, supplemented or amended from time to time, the “Assignment of Earnings”), an Assignment of Insurances in the form of Exhibit I-2 (as modified, supplemented or amended from time to time, the “Assignment of Insurances”) and an Assignment of Charters in the form of Exhibit B to the Assignment of Earnings (as modified, supplemented or amended from time to time, the “Assignment of Charters”), together covering all of such Credit Party’s 's present and future Earnings and Insurance Collateral, in each ease case together with: (i) proper Financing Statements (Form UCC-1) fully executed for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary ornecessary, or in the reasonable opinion of the Collateral AgentAgent desirable, desirable to perfect the security interests purported to be created by the Assignment of Earnings, Assignment of Charters and the Assignment of Insurances; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any such Credit Party as debtor and that are filed in the jurisdictions referred to in Section 6.07(i6.02(e)(i) above, together with copies of such other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens unless in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing if required by applicable laws); and (iii) evidence that all other actions necessary ornecessary, or in the reasonable opinion of the Collateral AgentAgent desirable, desirable to perfect and protect the security interests purported to be created by the Assignment of Earnings, the Assignment of Insurances and the Assignment of Charters have been taken.

Assignments of Earnings, Insurances and Charter. On each Borrowing the Restatement Effective Date, each Credit Party which is consummating a Vessel Acquisition on such date Trico Subsea shall have duly authorized, executed and delivered delivered, in respect of M/V Trico Sabre, an Assignment of Earnings substantially in the form of Exhibit I-1 (as modified, supplemented or amended from time to time, the “Assignment of Earnings”)L-1, an Assignment of Insurances substantially in the form of Exhibit I-2 (as modified, supplemented or amended from time to time, the “Assignment of Insurances”) L-2 and an Assignment of Charters (existing or future) substantially in the form of Exhibit B to the Assignment of Earnings for any charter or other similar contract that has as of the Restatement Effective Date a remaining term of twelve (as modified12) months or greater, supplemented or amended from time including any extension option, granted by Trico Subsea, and shall use commercially reasonable efforts to time, the “Assignment of Charters”)provide appropriate notices and consents relating thereto, together covering all of such Credit PartyTrico Subsea’s present and future Earnings and Insurance Collateral, in each ease case together with: (i) proper Financing Statements (Form UCC-1) fully executed for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Assignment of Earnings, Assignment of Charters and the Assignment of Insurances; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Credit Party Trico Subsea as debtor and that are filed in the jurisdictions referred to in Section 6.07(i) aboveWashington D.C., together with copies of such other financing statements (none of which shall cover the Collateral Collateral, except to the extent evidencing Permitted Liens Liens, unless in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing if required by applicable lawslaws in respect thereof); and (iii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Assignment of Earnings, the Assignment of Insurances and the Assignment of Charters have been taken.

Assignments of Earnings, Insurances and Charter. On each the Initial Borrowing Date, each Credit Party which is consummating owns a Mortgaged Vessel Acquisition on such date shall have duly authorized, executed and delivered an Assignment of Earnings in substantially the form of Exhibit I-1 H-1 (as modified, supplemented or amended from time to time, the “"Assignment of Earnings”"), an Assignment of Insurances in substantially the form of Exhibit I-2 H-2 (as modified, supplemented or amended from time to time, the “"Assignment of Insurances”") and an Assignment of Charters in substantially the form of Exhibit B to the Assignment of Earnings (as modified, supplemented or amended from time to time, the “"Assignment of Charters”"), together covering all of such Credit Party’s 's present and future Earnings and Insurance Collateral, in each ease case together with: (i) proper Financing Statements (Form UCC-1) fully executed for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary ornecessary, or in the reasonable opinion of the Collateral AgentAgent desirable, desirable to perfect the security interests purported to be created by the Assignment of Earnings, Assignment of Charters and the Assignment of InsurancesInsurances (to the extent such security interests may be perfected by filing such financial statements); (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions referred to in Section 6.07(i5.12(i) above, together with copies of such other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens unless in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing if required by applicable laws); and (iii) evidence that all other actions necessary ornecessary, or in the reasonable opinion of the Collateral AgentAgent desirable, desirable to perfect and protect the security interests purported to be created by the Assignment of Earnings, the Assignment of Insurances and the Assignment of Charters have been taken.

Assignments of Earnings, Insurances and Charter. On each Vessel Acquisition Borrowing Date, each Credit Party which is consummating a Vessel Acquisition on such date shall have duly authorized, executed and delivered an Assignment of Earnings in the form of Exhibit I-1 L-1 (as modified, supplemented or amended from time to time, the “Assignment of Earnings”), an Assignment of Insurances in the form of Exhibit I-2 L-2 (as modified, supplemented or amended from time to time, the “Assignment of Insurances”) and an Assignment of Charters in the form of Exhibit B to the Assignment of Earnings (as modified, supplemented or amended from time to time, the “Assignment of Charters”), together covering all of such Credit Party’s present and future Earnings and Insurance Collateral, in each ease case together with: (i) proper Financing Statements (Form UCC-1) fully executed for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Assignment of Earnings, Assignment of Charters and the Assignment of Insurances; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions referred to in Section 6.07(i6.03(i) above, together with copies of such other financing statements (none of which shall cover the Collateral Collateral, except to the extent evidencing Permitted Liens Liens, unless in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing if required by applicable lawslaws in respect thereof); and (iii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Assignment of Earnings, the Assignment of Insurances and the Assignment of Charters have been taken.

Assignments of Earnings, Insurances and Charter. On each Vessel Acquisition Borrowing Date, each Credit Party which is consummating a Vessel Acquisition on such date shall have duly authorized, executed and delivered an Assignment of Earnings in the form of Exhibit I-1 (as modified, supplemented or amended from time to time, the “Assignment of Earnings”), an Assignment of Insurances in the form of Exhibit I-2 (as modified, supplemented or amended from time to time, the “Assignment of Insurances”) and an Assignment of Charters in the form of Exhibit B to the Assignment of Earnings (as modified, supplemented or amended from time to time, the “Assignment of Charters”), together covering all of such Credit Party’s present and future Earnings and Insurance Collateral, in each ease case together with: (i) proper Financing Statements (Form UCC-1) fully executed for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary ornecessary, or in the reasonable opinion of the Collateral AgentAgent desirable, desirable to perfect the security interests purported to be created by the Assignment of Earnings, Assignment of Charters and the Assignment of Insurances; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any such Credit Party as debtor and that are filed in the jurisdictions referred to in Section 6.07(i8.02(e)(i) above, together with copies of such other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens unless in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing if required by applicable laws); and (iii) evidence that all other actions necessary ornecessary, or in the reasonable opinion of the Collateral AgentAgent desirable, desirable to perfect and protect the security interests purported to be created by the Assignment of Earnings, the Assignment of Insurances and the Assignment of Charters have been taken.

Assignments of Earnings, Insurances and Charter. On each Borrowing Date, each Credit Party which is consummating a Vessel Acquisition on such date Each Initial Subsidiary Guarantor shall have duly authorized, executed and delivered an Assignment of Earnings in the form of Exhibit I-1 (as modified, supplemented or amended from time to time, the “Assignment of Earnings”), an Assignment of Insurances in the form of Exhibit I-2 (as modified, supplemented or amended from time to time, the “Assignment of Insurances”) and an Assignment of Charters in the form of Exhibit B to the Assignment of Earnings (as modified, supplemented or amended from time to time, the “Assignment of Charters”), together covering all of such Credit Party’s present and future Earnings and Insurance Collateral, in each ease case together with: (i) proper Financing Statements (Form UCC-1) fully executed authorized for filing under in the UCC or in other appropriate filing offices office of each jurisdiction as may be necessary ornecessary, or in the reasonable opinion of the Collateral AgentSecurity Trustee desirable, desirable to perfect the security interests purported to be created by the Assignment of Earnings, Assignment of Charters and the Assignment of Insurances; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any such Credit Party as debtor and that are filed in the jurisdictions referred to in Section 6.07(i4.14(i) above, together with copies of such other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens unless or in respect of which the Collateral Agent Security Trustee shall have received received, prior to or contemporaneously with the initial Borrowing Date, Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed authorized for filing if required by applicable lawsfiling); and (iii) evidence that all other actions necessary ornecessary, or in the reasonable opinion of the Collateral AgentSecurity Trustee desirable, desirable to perfect and protect the security interests purported to be created by the Assignment of Earnings, the Assignment of Insurances and the Assignment of Charters have been taken.

Assignments of Earnings, Insurances and Charter. On each Borrowing the Amendment and Restatement Effective Date, each Credit Party which is consummating that owns a Mortgaged Vessel Acquisition on such date shall have duly authorized, executed and delivered an Assignment of Earnings in the form of Exhibit I-1 M-1 (as modified, supplemented or amended from time to time, the “Assignment of Earnings”), an Assignment of Insurances in the form of Exhibit I-2 M-2 (as modified, supplemented or amended from time to time, the “Assignment of Insurances”) and an Assignment of Charters (existing or future) substantially in the form of Exhibit B to the Assignment of Earnings for any charter or other similar contract that has as of the Amendment and Restatement Effective Date a remaining term of twelve (12) months or greater, including any extension option, granted by the relevant Credit Party, and shall use commercially reasonable efforts to provide appropriate notices and consents relating thereto (as modified, supplemented or amended from time to time, the “Assignment of Charters”), together covering all of such Credit Party’s present and future Earnings and Insurance Collateral, in each ease case together with: (i) proper Financing Statements (Form UCC-1) fully executed for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Assignment of Earnings, Assignment of Charters and the Assignment of Insurances; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions referred to in Section 6.07(i) 15.02 above, together with copies of such other financing statements (none of which shall cover the Collateral Collateral, except to the extent evidencing Permitted Liens Liens, unless in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing if required by applicable lawslaws in respect thereof); and (iii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Assignment of Earnings, the Assignment of Insurances and the Assignment of Charters have been taken.

Assignments of Earnings, Insurances and Charter. On each the Initial Borrowing Date, each Credit Party which is consummating that owns a Mortgaged Vessel Acquisition on such date shall have duly authorized, executed and delivered an Assignment of Earnings substantially in the form of Exhibit I-1 L-1 (as modified, supplemented or amended from time to time, the “Assignment of Earnings”), an Assignment of Insurances substantially in the form of Exhibit I-2 L-2 (as modified, supplemented or amended from time to time, the “Assignment of Insurances”) and an Assignment of Charters (existing or future) substantially in the form of Exhibit B to the Assignment of Earnings for any charter or other similar contract that has as of the Execution Date a remaining term of twelve (12) months or greater, including any extension option, granted by the relevant Credit Party, and shall use commercially reasonable efforts to provide appropriate notices and consents relating thereto (as modified, supplemented or amended from time to time, the “Assignment of Charters”), together covering all of such Credit Party’s present and future Earnings and Insurance Collateral, in each ease case together with: (i) proper Financing Statements (Form UCC-1) fully executed for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Assignment of Earnings, Assignment of Charters and the Assignment of Insurances; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions referred to in Section 6.07(i5.05(i) above, together with copies of such other financing statements (none of which shall cover the Collateral Collateral, except to the extent evidencing Permitted Liens Liens, unless in respect of which the Collateral Agent shall have received Form UCC-3 Termination Statements (or such other termination statements as shall be required by local law) fully executed for filing if required by applicable lawslaws in respect thereof); and (iii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Assignment of Earnings, the Assignment of Insurances and the Assignment of Charters have been taken.